25APR201410465803

PROSPECTUS SUPPLEMENT(To Prospectus dated September 11, 2015)

$500,000,000

4.375% Notes due 2022

We are offering $500,000,000 of our 4.375% Notes due 2022 (the ‘‘notes’’). Interest on the notes will bepayable semi-annually in arrears in cash on April 5 and October 5 of each year, commencing on October 5, 2017.The notes will bear interest at a rate of 4.375% per annum. The notes will mature on April 5, 2022.

We may redeem the notes, in whole at any time or in part from time to time, at a price equal to 100% of theprincipal amount thereof, plus accrued and unpaid interest, if any, plus the ‘‘make-whole’’ premium set forth inthis prospectus supplement. Holders may require us to repurchase the notes upon a change of control triggeringevent. There is no sinking fund for the notes. The notes will rank equally in right of payment with our existing andfuture senior debt and senior in right of payment to our existing and future subordinated debt. The notes will beeffectively subordinated to our existing and future secured indebtedness to the extent of the value of the collateralsecuring such indebtedness. Our obligations under the notes will be structurally subordinated in right of paymentto all obligations of our subsidiaries that are not guarantors of the notes.

Both of our direct subsidiaries will guarantee the notes. Such guarantees will rank equally in right of paymentwith all senior obligations of the guarantors and senior in right of payment to all future obligations of theguarantors that are expressly subordinated in right of payment to such guarantees. The guarantees will beeffectively subordinated to all existing and future secured indebtedness of the guarantors to the extent of the valueof the collateral securing such indebtedness.

The notes offered by this prospectus supplement will not be listed on any securities exchange.

Investing in the notes involves certain risks. See ‘‘Risk Factors’’ referred to onpage S-15 of this prospectus supplement and page 1 of the accompanying prospectus, andthe information incorporated by reference in this prospectus supplement and theaccompanying prospectus, for a discussion of the factors you should carefully considerbefore deciding to purchase the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note Total

Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.000% $500,000,000

Underwriting discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.700% $ 3,500,000

Proceeds, before expenses, to us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99.300% $496,500,000

(1) Plus accrued interest from April 10, 2017, if settlement occurs after that date.

Delivery of the notes in book-entry form will be made through The Depository Trust Company on or aboutApril 10, 2017.

Joint Bookrunning Managers

BofA Merrill Lynch BNP PARIBAS Goldman, Sachs & Co.MUFG UniCredit Capital Markets

The date of this Prospectus Supplement is April 5, 2017

TABLE OF CONTENTS

Prospectus Supplement

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ABOUT THIS PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2PROSPECTUS SUPPLEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-15CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION . . . . . S-21USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-25RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-26DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-27CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . S-52UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-56VALIDITY OF THE NOTES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-60EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-60INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . S-60

Prospectus

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RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION . . . . . 1WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2ABOUT CNH INDUSTRIAL CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . 37EMPLOYEE RETIREMENT INCOME SECURITY ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40VALIDITY OF THE DEBT SECURITIES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . 40EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describesthe specific terms of our offering of the notes. The second part is the accompanying prospectus, whichforms a part of the registration statement and provides more general information, some of which maynot be applicable to this offering. This prospectus supplement and the accompanying prospectus includeimportant information about us, the notes, the guarantees and other information you should knowbefore investing in the notes. This prospectus supplement also adds, updates and changes informationcontained in the accompanying prospectus. If there is any inconsistency between the information in thisprospectus supplement and the accompanying prospectus, you should rely on the information in thisprospectus supplement. You will find additional information about us in the registration statement. Anystatements made in this prospectus supplement or the accompanying prospectus concerning theprovisions of legal documents are not necessarily complete and you should read the documents that arefiled as exhibits to the registration statement or otherwise filed with the Securities and ExchangeCommission (the ‘‘SEC’’) for a more complete understanding of the document or matter. Beforeinvesting in the notes, you should carefully read both this prospectus supplement and the accompanyingprospectus, together with the additional information described under ‘‘Where You Can Find MoreInformation’’ and ‘‘Incorporation of Certain Information by Reference’’ in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus and in any free writing prospectus we authorize thatsupplements this prospectus supplement. We have not, and the underwriters have not, authorized anyother person to provide you with different information or make any representations other than thosecontained or incorporated by reference in this prospectus supplement. If anyone other than us providesyou with different or inconsistent information, you should not rely on it. We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you.We are not, and the underwriters are not, making an offer to sell these securities in any jurisdictionwhere the offer or sale is not permitted. You should assume that the information appearing in thisprospectus supplement and the accompanying prospectus and the documents incorporated by referenceis accurate only as of their respective dates. Our business, financial condition, results of operations andprospects may have changed since the date of those respective documents.

Unless otherwise indicated or the context otherwise requires, as used in this prospectussupplement, (1) the terms ‘‘CNH Industrial Capital,’’ ‘‘the Company,’’ ‘‘we’’ and ‘‘our’’ refer to CNHIndustrial Capital LLC and its consolidated subsidiaries, (2) the term ‘‘CNHI’’ refers to CNHIndustrial N.V. (excluding its consolidated subsidiaries), (3) the term ‘‘CNH Industrial’’ refers to CNHIand its consolidated subsidiaries and (4) the term ‘‘CNH Global’’ refers to, prior to its merger with andinto CNHI on September 29, 2013, CNH Global N.V., the former indirect parent of CNH IndustrialCapital LLC.

WHERE YOU CAN FIND MORE INFORMATION

CNH Industrial Capital LLC is subject to the informational requirements of the SecuritiesExchange Act of 1934, as amended (the ‘‘Exchange Act’’), and files with the SEC Annual Reports onForm 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information.You may read and copy any document CNH Industrial Capital LLC files at the SEC’s Public ReferenceRoom in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are alsoavailable to the public from the SEC’s web site at http://www.sec.gov.

CNH Industrial Capital LLC has filed with the SEC a registration statement on Form F-3 relatingto the securities. This prospectus supplement and the accompanying prospectus are a part of theregistration statement and do not contain all the information in the registration statement. Whenever areference is made in this prospectus supplement to a contract or other document, please be aware thatthe reference is not necessarily complete and that you should refer to the exhibits that are part of theregistration statement for a copy of the contract or other document. You may review a copy of theregistration statement at the SEC’s Public Reference Room in Washington, D.C., as well as through theSEC’s internet site referred to above.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information included or incorporated by reference in this prospectussupplement and the accompanying prospectus. It does not contain all the information that may beimportant to you or that you may wish to consider before making an investment decision. You should readcarefully the entire prospectus supplement, the accompanying prospectus, the documents incorporated byreference in this prospectus supplement and accompanying prospectus and the other documents to which werefer for a more complete understanding of our business and the terms of this offering, as well as the taxand other considerations that are important to you in making your investment decision. Please read ‘‘RiskFactors’’ beginning on page S-15 of this prospectus supplement, page 1 of the accompanying prospectus andthe information incorporated by reference into this prospectus supplement and the accompanying prospectusfor a discussion of the factors you should carefully consider before deciding to purchase the notes.

Our Business

Overview

CNH Industrial Capital LLC is an indirect wholly owned subsidiary of CNHI and is headquarteredin Racine, Wisconsin. As a captive finance company, our primary business is to underwrite and managefinancing products for end-use customers and dealers of CNH Industrial America LLC (‘‘CNHIndustrial America’’) and CNH Industrial Canada Ltd. (collectively, ‘‘CNH Industrial North America’’)and provide other related financial products and services to support the sale of agricultural andconstruction equipment sold by CNH Industrial North America. We also provide wholesale and retailfinancing related to new and used agricultural and construction equipment manufactured by entitiesother than CNH Industrial North America. We are often able to offer financing to customers atadvantageous interest rates or other terms (such as longer contract terms, longer warranty terms orreward cards redeemable for parts or services), due to our participation in subsidized financingprograms sponsored by CNH Industrial North America, which reimburses us for some or all of the costof such terms. The primary operating subsidiaries of CNH Industrial Capital LLC include CNHIndustrial Capital America LLC (‘‘CNH Industrial Capital America’’), New Holland CreditCompany, LLC (‘‘New Holland Credit’’) and CNH Industrial Capital Canada Ltd. (‘‘CNH IndustrialCapital Canada’’). CNH Industrial Capital America is the primary financing and business entity ofCNH Industrial Capital for the United States that enters into retail and wholesale financingarrangements with end-use customers and equipment dealers, and CNH Industrial Capital Canadaperforms the same functions in Canada, while New Holland Credit acts as the servicer for retail andwholesale receivables originated by CNH Industrial Capital America. As of December 31, 2016, CNHIndustrial Capital America and New Holland Credit had total assets of $8.0 billion, and subsidiaries ofCNH Industrial Capital LLC other than CNH Industrial Capital America and New Holland Credit hadtotal assets of $12.4 billion (before intercompany eliminations). The notes are issued by CNH IndustrialCapital LLC and guaranteed by CNH Industrial Capital America and New Holland Credit. NeitherCNHI nor any of its subsidiaries (other than CNH Industrial Capital LLC, CNH Industrial CapitalAmerica and New Holland Credit) will have any liability with respect to the notes at any time. CNHIndustrial Capital LLC and the guarantors, collectively, accounted for approximately 58% of our totalrevenues for the year ended December 31, 2016 and 42% of our total assets as of December 31, 2016(in each case with such percentages calculated before intercompany eliminations).

CNH Industrial Capital offers retail loan and lease financing to end-use customers for thepurchase of new and used equipment and components, as well as other financial services. CNHIndustrial Capital also provides wholesale financing to CNH Industrial North America equipmentdealers and distributors (all of which are independently owned and operated). Wholesale financingconsists primarily of dealer floorplan financing and gives dealers the ability to maintain a representativeinventory of new products. In addition, CNH Industrial Capital provides financing to dealers for usedequipment taken in trade, equipment utilized in dealer-owned rental yards, parts inventory, working

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capital and other financing needs. As a holding company, CNH Industrial Capital LLC generally doesnot conduct operations of its own, but relies on its subsidiaries for the generation and distribution ofprofits.

CNH Industrial Capital is not required by CNHI to extend financing to all dealers or end-usecustomers that wish to purchase CNH Industrial North America equipment. CNH Industrial Capitalindependently underwrites the creditworthiness of all potential wholesale and retail customers todetermine whether to make an offer to extend financing and, if so, on what terms. In 2016,approximately 9% of retail credit applications to CNH Industrial Capital were rejected andapproximately 28% of retail credit applications accepted by CNH Industrial Capital were approved withterms less favorable than those initially sought by the respective applicants. While CNH IndustrialNorth America dealers generally have incentives to obtain wholesale financing from CNH IndustrialCapital due to subsidies offered by CNH Industrial North America to these dealers from time to time(such as an interest-free period), we believe many dealers also obtain funding from other financingsources. As of December 31, 2016, our wholesale receivables, which represent receivables fromwholesale financing to CNH Industrial North America dealers, amounted to $3.6 billion, or 28% of ourtotal managed portfolio.

CNH Industrial Capital’s revenue is primarily generated through the income of its portfolio andthe income generated through marketing programs with CNH Industrial North America. The size ofthe portfolio is in part related to the level of equipment sales by CNH Industrial North America. Theportfolio profitability is linked to the difference between lending and borrowing rates, the credit qualityof the borrowers and the value of collateral. For the year ended December 31, 2016, the percentage ofrevenue derived by us from CNH Industrial North America and other CNH Industrial subsidiaries was42%.

Our retail borrowers are generally commercial entities and, in many cases, have had a previousborrowing relationship with CNH Industrial Capital. Retail receivables are secured by the purchasedequipment, which generally has a longer useful life than the term of the receivable. Wholesalefinancings are likewise secured by the equipment purchased by the dealer.

CNH Industrial Capital funds its operations and lending activity through a combination of termreceivables securitizations, committed secured and unsecured facilities, unsecured bonds, affiliatefinancing and retained earnings. CNH Industrial Capital’s current funding strategy is to maintainsufficient liquidity and flexible access to a wide variety of financial instruments and funding options.

To help fund its retail and wholesale financing business, CNH Industrial Capital participates in theasset backed securitization markets. CNH Industrial Capital periodically transfers retail and wholesalereceivables originated from end-use customers and dealers to special purpose entities, in exchange forcash proceeds from asset backed securities issued by these special purpose entities. Investors in theseasset backed securities in turn receive payments on their securities based on the cash flows from thetransferred receivables. CNH Industrial Capital continues to service the transferred receivables andmaintains a cash reserve account, which provides security to investors in the event that cash collectionsfrom the receivables are not sufficient to permit principal and interest payments to the holders of thesecurities. These special purpose entities and the investors in the asset backed securities have norecourse, beyond the applicable cash reserve account, for failure of any end-use customers or dealers tomake payments on the transferred receivables when due.

In addition to portfolio quality and funding costs, CNH Industrial Capital’s long-term profitabilityis also dependent on service levels and operational effectiveness. CNH Industrial Capital performsbilling and collection services, customer support, repossession and remarketing functions, reporting anddata management operations and marketing activities.

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As of December 31, 2016, CNH Industrial Capital had total assets of $14.0 billion and totalstockholder’s equity of $1.4 billion. For the year ended December 31, 2016, CNH Industrial Capital hadtotal revenues of $946.7 million and net income attributable to CNH Industrial Capital of $187.5million. As of December 31, 2016, CNH Industrial Capital had outstanding debt (excluding debt owedto affiliates) of $11.7 billion, approximately 68% of which represented secured debt as of such date.

Relationship with CNH Industrial

CNH Industrial organizes its operations into five operating segments: Agricultural Equipment,Construction Equipment, Commercial Vehicles, Powertrain and Financial Services. CNH Industrial’sfive segments design, produce, market, sell and finance agricultural and construction equipment, trucks,commercial vehicles, buses and specialty vehicles for firefighting, defense and other uses, as well asengines, transmissions and axles for those vehicles and engines for marine and power generationapplications. CNH Industrial has industrial and financial services companies located in 45 countries anda commercial presence in approximately 180 countries around the world.

CNH Industrial’s Agricultural Equipment segment designs, manufactures and distributes a full lineof farm machinery and implements, including two-wheel and four-wheel drive tractors, crawler tractors(Quadtrac�), combines, cotton pickers, grape and sugar cane harvesters, hay and forage equipment,planting and seeding equipment, soil preparation and cultivation implements and material handlingequipment. Agricultural equipment is sold in North America under the New Holland Agriculture andCase IH Agriculture brands. Following CNH Industrial’s acquisition of substantially all of the assets ofMiller-St. Nazianz, Inc. (‘‘Miller’’) in November 2014, certain agricultural equipment products are alsosold under the Miller brand, primarily in North America. Following the acquisition of the grass and soilimplement business of Kongskilde Industries in February 2017, certain agricultural equipment productswill be sold under the Kongskilde, Overum and JF brands.

CNH Industrial’s Construction Equipment segment designs, manufactures and distributes a full lineof construction equipment including excavators, crawler dozers, graders, wheel loaders, backhoeloaders, skid steer loaders, compact track loaders and telehandlers. Construction equipment is sold inNorth America under the New Holland Construction and Case Construction Equipment brands.

As of December 31, 2016, CNH Industrial had total assets of $45.5 billion and total equity of$4.5 billion.

For the year ended December 31, 2016, CNH Industrial had total revenues of $24.9 billion and anet loss attributable to CNH Industrial N.V. of $252 million. For the year ended December 31, 2016,CNH Industrial’s net sales of agricultural equipment and net sales of construction equipment generatedin the United States, Canada and Mexico were $3.8 billion and $1.2 billion, respectively, representingdecreases of 18% and 15% from the same period in 2015.

CNH Industrial Capital is a key financing source for CNH Industrial North America’s end-usecustomers and dealers. CNH Industrial North America offers subsidized financing programs such aslow-rate, interest-free or interest-only periods and other sales incentive programs. We participate in andreceive reimbursement for these programs, which allow us to offer financing to customers atadvantageous terms.

Although our primary focus is to finance CNH Industrial North America equipment, we alsoprovide retail and wholesale financing related to new and used agricultural and construction equipmentmanufactured by entities other than CNH Industrial North America. We are dependent on CNHIndustrial North America for substantially all of our business, with revenues related to financingprovided to CNH Industrial North America dealers and retail customers purchasing and/or leasing fromCNH Industrial North America and its dealers accounting for over 90% of our total revenues for the

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year ended December 31, 2016, and with loan portfolios attributable to such financing accounting forover 90% of our total managed receivables as of December 31, 2016.

The size of our lending portfolio is related in part to the level of equipment sales by CNHIndustrial North America, which is driven by the strength of the agricultural and construction markets.The credit quality of our portfolio reflects the underwriting standards of CNH Industrial Capital, whichare developed internally and independent of the sales volume goals of CNH Industrial North America.

We borrow from our affiliates as one of the funding sources for our operations and lendingactivity. As of December 31, 2016, we had outstanding affiliate borrowings of $132.9 million,representing 1.1% of our total debt.

CNH Industrial North America also provides us with other types of operational and administrativesupport, such as payroll and other human resource services. For the year ended December 31, 2016, weincurred fees charged by our affiliates of $45.2 million, representing 13% of our total administrativeand operating expenses.

Effective as of September 29, 2013, in connection with the merger of CNH Global with and intoCNHI, CNHI assumed all of CNH Global’s obligations under a support agreement, pursuant to whichCNHI has agreed to, among other things, (a) make cash capital contributions to us, to the extentnecessary to cause our ratio of net earnings available for fixed charges to fixed charges to be not lessthan 1.05 for each fiscal quarter (with such ratio determined, on a consolidated basis and in accordancewith U.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as awhole), (b) generally maintain an ownership of at least 51% of the voting equity interests in us and(c) cause us to have, as of the end of any fiscal quarter, a consolidated tangible net worth of at least$50 million. The support agreement is not intended to be and is not a guarantee by CNHI of ourindebtedness or other obligations. The obligations of CNHI to us pursuant to this support agreementare to us only and do not run to, and are not enforceable directly by, any creditor of ours, includingholders of the notes or the trustee under the indenture governing the notes. The support agreementmay be modified, amended or terminated, at CNHI’s election, upon thirty days’ prior written notice tous and the rating agencies, if (a) the modification, amendment or termination would not result in adowngrade of our rated indebtedness; (b) the modification, amendment or notice of terminationprovides that the support agreement will continue in effect with respect to our rated indebtedness thenoutstanding; or (c) we have no long-term rated indebtedness outstanding.

Products and Services

CNH Industrial Capital’s financing products and services fall into the following main categories:

Retail (72.2% of managed portfolio as of December 31, 2016): CNH Industrial Capital providesand administers retail financing to end-use customers for the purchase or lease of new and used CNHIndustrial North America equipment or other agricultural and construction equipment sold primarilythrough CNH Industrial North America dealers and distributors. Retail financing products primarilyinclude retail installment sales contracts, finance leases and operating leases to end-use customers. Theterms of retail contracts, finance leases and operating leases generally range from two to six years, andinterest rates vary depending on prevailing market interest rates and certain incentive programs offeredby CNH Industrial North America.

CNH Industrial Capital utilizes a proprietary credit scoring model as part of the retail creditapproval and review process. CNH Industrial Capital also provides servicing and collection operationsgenerally performed through its subsidiary, New Holland Credit, for the retail financing products.

Wholesale (27.8% of managed portfolio as of December 31, 2016): CNH Industrial Capitalprovides wholesale financing to dealers to finance purchases of new and used agricultural andconstruction equipment and parts. In addition, CNH Industrial Capital extends credit to dealers for

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working capital and other financing needs. Currently, credit is extended to approximately 1,000 CNHIndustrial North America dealers (with each being a separate legal entity) with approximately 1,800locations in North America.

The dealer financing agreements provide CNH Industrial Capital with a first priority securityinterest in the equipment and parts financed and possibly other collateral. A majority of dealers alsoprovide a personal or corporate guarantee (from an affiliate of the dealer). The amount of creditextended is primarily based upon the dealer’s expected annual sales, effective net worth, utilization ofexisting credit lines and inventory turnover. CNH Industrial Capital evaluates and assesses dealers onan ongoing basis as to their credit worthiness and conducts audits of dealer equipment inventories on aregular basis. The amounts of credit made available to dealers are reviewed on a regular basis, which isusually annually, and such amounts are adjusted when deemed appropriate by CNH Industrial Capital.

CNH Industrial Capital finances other products, including insurance and equipment protectionproducts underwritten through a third-party insurer.

In October 2014, CNH Industrial Capital closed on a series of agreements with Citibank, N.A. andcertain affiliates of Citibank, N.A. (together, ‘‘Citi’’), pursuant to which Citi acquired CNH IndustrialCapital’s portfolio of commercial revolving accounts (‘‘CRA’’) receivables. Pursuant to theseagreements, Citi offers a private-label CRA product through CNH Industrial dealers in North America.

Our Strengths

Leading Equipment Lender. We are a leading captive lender in the North American heavyequipment industry. Our total managed portfolio consisted of $12.8 billion of wholesale receivables,retail receivables and operating leases as of December 31, 2016. We and our predecessors have anoperating history of over 50 years.

Strong Dealer Network with Long-Standing Relationships. CNH Industrial Capital maintains astrong relationship with its customers in both its wholesale and retail segments. The median length ofthe business relationship with U.S. agricultural and construction equipment dealers is 32 years and15 years, respectively. In Canada, the median relationship length for agricultural and constructionequipment dealers is 29 years and 6 years, respectively.

High Quality End-Use Customers. Our end-use customers are primarily farmers in the U.S. andCanada who, on average, have higher levels of income and net worth, and lower leverage ratios thanthe average household in those countries. The use of CNH Industrial North America equipment istypically a key component in producing the end users’ income. Our customers’ relationship with theirlocal dealer is oftentimes strengthened by personal familiarity, brand loyalty and a reliance on thedealer for parts and on-site service.

Sophisticated Risk Management and Underwriting Procedures. We have certain retail underwritingand portfolio management policies and procedures that are specific to the agricultural and constructionequipment businesses. This distinction allows us to reduce risk by deploying industry-specific expertisein each of these businesses.

We conduct extensive dealer credit reviews that involve collecting and analyzing financialstatements, performing regular financial reviews and conducting financial risk assessments. We utilize aDealer Risk Rating System based on a statistical regression analysis to determine credit review andaudit frequency. Credit line reviews are prioritized based upon exposure and dealer risk rating.

The credit approval process for retail customers utilizes a proprietary credit scoring systemempirically derived by using fact-based historical data specific to the industry, the business entity andthe individuals applying for credit. Our retail loss mitigation and collection process is engaged from thefirst day an account is delinquent. Collection queues are updated daily, customized and prioritized

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based on a proprietary behavioral scoring model. Collectors are assigned specific geographic territoriesand work closely with the dealers in that area.

Strong and Stable Managed Receivables Performance. Our disciplined underwriting procedures andactive monitoring of wholesale and retail receivables have contributed to the strong credit performanceof our managed portfolio. As of December 31, 2016, our managed wholesale receivables had total pastdue receivables of 0.04% and our managed retail receivables had total past due receivables of 1.0% (ineach case defined as greater than 30 days past due). For the twelve months ended December 31, 2016,net credit losses on managed wholesale receivables as a percentage of average managed wholesalereceivables were (0.01)% and net credit losses on managed retail receivables as a percentage of averagemanaged retail receivables were 0.51%.

Strong Financial Position. We are well capitalized, with total equity of $1.4 billion and a debt toequity ratio of 8.7:1.0 as of December 31, 2016. We believe our existing allowance for credit losses issufficient to cover losses in our receivables portfolio.

Our Strategy

CNH Industrial Capital’s business strategy is to remain a growing, financially secure entity in orderto support the sales of CNH Industrial North America’s equipment by providing dealers and end-usecustomers with various financial products and maintaining strong relationships with such customers.Our goal is to build upon our strengths and profitably grow our business by:

Continuing Efforts to Expand Our Market Share and Strengthen the Support for End-Use CustomerPurchases of CNH Industrial North America Equipment. We intend to build upon our relationships withCNH Industrial North America dealers and end-use customers by providing competitive financingproducts and value-added services. We intend to continue our participation in certain marketing andfinancing programs sponsored by CNH Industrial North America that allow us to offer financing tocustomers at advantageous interest rates. Our affiliation with CNH Industrial is a competitiveadvantage, and we partner with CNH Industrial North America in marketing initiatives that enhanceCNH Industrial North America brand loyalty in dealers and end-use customers.

Maintaining Strong Portfolio Performance. We remain focused on the discipline and integrity of thecredit underwriting and risk management process. We actively evaluate and manage the key elements ofour portfolio profitability: credit quality of the borrowers, the value of collateral and the interest rateenvironment. As we continue to support the growth of CNH Industrial North America equipment sales,our rigorous underwriting criteria will remain independent of the sales volume goals of CNH IndustrialNorth America.

Optimizing Our Funding Structure. Historically, asset backed securities (‘‘ABS’’), secured debt,committed asset-backed facilities, and affiliate borrowing have been our primary and most economicalsources of liquidity and funding for CNH Industrial Capital. The issuance of the notes hereby and ouraccess to unsecured committed bank facilities are expected to assist CNH Industrial Capital in itsprogression towards optimizing its capital structure. As the costs of accessing the unsecured marketcontinue to improve, we expect to access new funding sources and minimize the likelihood of excessivevolatility during market disruptions.

Corporate Structure and Ownership

CNH Industrial N.V. is the company formed by the merger, completed September 29, 2013,between Fiat Industrial S.p.A. (‘‘Fiat Industrial’’) and CNH Global, the former indirect parents of CNHIndustrial Capital LLC. As a result of the merger, CNH Industrial Capital LLC and its primaryoperating subsidiaries, including CNH Industrial Capital America, New Holland Credit and CNHIndustrial Capital Canada, are indirect wholly owned subsidiaries of CNHI (with all of the equity

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interests in CNH Industrial Capital LLC owned by CNHI through intermediate companies, throughwhich CNHI exercises indirect control over CNH Industrial Capital LLC).

CNH Industrial Capital LLC is a Delaware limited liability company and is the issuer of the notes.The guarantors of the notes are:

(1) CNH Industrial Capital America, a Delaware limited liability company and a directwholly owned subsidiary of CNH Industrial Capital LLC; and

(2) New Holland Credit, a Delaware limited liability company and a direct wholly ownedsubsidiary of CNH Industrial Capital LLC.

For further information on the guarantors, see ‘‘Description of the Notes—Guarantees.’’ Limitedliability companies are a relatively recent form of business entity and the Delaware Limited LiabilityCompany Act, which governs Delaware limited liability companies such as CNH IndustrialCapital LLC, CNH Industrial Capital America and New Holland Credit, was not enacted until the early1990s. Unlike Delaware corporate law, there has been limited case law interpreting the DelawareLimited Liability Company Act, including with respect to the duties owed by directors, officers ormanagers of a limited liability company. Therefore, there may be more uncertainty in connection withthe enforcement of the rights of an investor in a Delaware limited liability company than in a Delawarecorporation.

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Set forth below is a simplified organizational chart showing the relationship among CNHI, CNHIndustrial Capital LLC, the guarantors and certain other entities:

CNH Industrial N.V.

CNH Industrial Capital LLCIndustrial Capital LLC (1)

Issuer of the notesIssuer of outstanding

$500 million 3.250% Notes due 2017 (2),$600 million 3.625% Notes due 2018,$600 million 3.875% Notes due 2018,$500 million 3.375% Notes due 2019,$600 million 4.375% Notes due 2020,

$500 million 4.875% Notes due 2021 and$400 million 3.875% Notes due 2021

CNH Industrial Capital America LLC (1)Guarantor of the notes

Guarantor of outstanding$500 million 3.250% Notes due 2017 (2),

$600 million 3.625% Notes due 2018,$600 million 3.875% Notes due 2018,$500 million 3.375% Notes due 2019,$600 million 4.375% Notes due 2020,

$500 million 4.875% Notes due 2021 and$400 million 3.875% Notes due 2021

New Holland Credit Company, LLC (1)Guarantor of the notes

Guarantor of outstanding$500 million 3.250% Notes due 2017 (2),

$600 million 3.625% Notes due 2018,$600 million 3.875% Notes due 2018,$500 million 3.375% Notes due 2019, $600 million 4.375% Notes due 2020,

$500 million 4.875% Notes due 2021 and$400 million 3.875% Notes due 2021

Variable interest entities (3)CNH Industrial Capital Canada Ltd.

and Other Non-GuarantorSubsidiaries

(1) CNH Industrial Capital LLC and the guarantors, collectively, accounted for approximately 58% ofour total revenues for the year ended December 31, 2016 and 42% of our total assets as ofDecember 31, 2016 (in each case with such percentages calculated before intercompanyeliminations).

(2) On February 1, 2017, we repaid $500 million of our 3.250% Notes due 2017.

(3) Certain of the non-guarantor subsidiaries are variable-interest entities (‘‘VIEs’’) that engage insecuritization transactions. Their assets do not belong to us and cannot be used to satisfy ourobligations under the notes, and the VIEs will not be restricted subsidiaries under the indenture.The following table presents certain assets and liabilities of the consolidated VIEs. The assets inthe table include only those assets that can be used to settle obligations of the consolidated VIEs.The liabilities in the table include third-party liabilities of the consolidated VIEs, for whichcreditors do not have recourse to the general credit of CNH Industrial Capital LLC.

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December 31,2016

(in thousands)

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,395,233Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,866,864

Corporate Information

Our principal executive offices are located at 5729 Washington Avenue, Racine, WI 53406, and ourtelephone number is (262) 636-6011.

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The Offering

Issuer of the Notes Offered . . . . . . . . CNH Industrial Capital LLC

Guarantors of the Notes Offered . . . . CNH Industrial Capital America LLC and New HollandCredit Company, LLC

Notes Offered . . . . . . . . . . . . . . . . . $500,000,000 aggregate principal amount of 4.375% notes due2022.

Maturity Date . . . . . . . . . . . . . . . . . April 5, 2022.

Interest . . . . . . . . . . . . . . . . . . . . . . The notes will bear interest at a rate of 4.375% per annum.

Interest Payment Dates . . . . . . . . . . . April 5 and October 5 of each year, commencing onOctober 5, 2017.

Denominations . . . . . . . . . . . . . . . . . Each note will have a minimum denomination of $2,000 andwill be offered only in integral multiples of $1,000 in excessthereof.

Ranking . . . . . . . . . . . . . . . . . . . . . . The notes and the guarantees will be CNH IndustrialCapital LLC’s and the guarantors’ senior unsecuredobligations and will rank:

• equally in right of payment with any of CNH IndustrialCapital LLC’s and the guarantors’ existing and future seniorunsecured debt;

• effectively junior in right of payment to all of CNHIndustrial Capital LLC’s and the guarantors’ existing andfuture secured indebtedness to the extent of the value of thecollateral securing such indebtedness; and

• senior in right of payment to any of CNH IndustrialCapital LLC’s or the guarantors’ existing and futuresubordinated unsecured indebtedness, if any.

As of December 31, 2016, CNH Industrial Capital LLC andthe guarantors had $103.3 million of secured debt outstanding.

The notes will also be effectively subordinated to allobligations of each of CNH Industrial Capital LLC’s directand indirect subsidiaries that are not guarantors. As ofDecember 31, 2016, such non-guarantor subsidiaries had$9.0 billion of outstanding debt.

Optional Redemption . . . . . . . . . . . . The notes will be redeemable, in whole at any time or in partfrom time to time, at a price equal to 100% of the principalamount thereof, plus accrued and unpaid interest, if any, plusthe applicable ‘‘make-whole’’ premium set forth in thisprospectus supplement.

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Change of Control Triggering Event . . Upon a Change of Control Triggering Event (as defined in‘‘Description of the Notes—Certain Definitions’’), if we do notredeem the notes, each holder of notes will be entitled torequire us to purchase all or a portion of its notes at apurchase price equal to 101% of the principal amount thereof,plus accrued and unpaid interest, if any, until the date ofrepurchase. Our ability to purchase the notes upon a Changeof Control Triggering Event will be limited by the terms of ourother debt agreements. We cannot assure you that we willhave the financial resources to purchase the notes in suchcircumstances. See ‘‘Description of the Notes—Repurchase atthe Option of Holders Upon a Change of Control TriggeringEvent.’’

Support Agreement . . . . . . . . . . . . . Effective as of September 29, 2013, in connection with themerger of CNH Global with and into CNHI, CNHI assumedall of CNH Global’s obligations under a support agreement,pursuant to which CNHI has agreed to, among other things,(a) make cash capital contributions to us, to the extentnecessary to cause our ratio of net earnings available for fixedcharges to fixed charges to be not less than 1.05 for each fiscalquarter (with such ratio determined, on a consolidated basisand in accordance with U.S. GAAP, for such fiscal quarter andthe immediately preceding three fiscal quarters taken as awhole), (b) generally maintain an ownership of at least 51% ofthe voting equity interests in us and (c) cause us to have, as ofthe end of any fiscal quarter, a consolidated tangible net worthof at least $50 million. The support agreement is not intendedto be and is not a guarantee by CNHI of our indebtedness orother obligations. The obligations of CNHI to us pursuant tothis support agreement are to us only and do not run to, andare not enforceable directly by, any creditor of ours, includingholders of the notes or the trustee under the indenturegoverning the notes.

Indenture . . . . . . . . . . . . . . . . . . . . . The notes will be issued under our indenture, dated as ofSeptember 11, 2015, with Wells Fargo Bank, NationalAssociation, as trustee, and an officers’ certificate pursuantthereto dated on or about April 10, 2017.

Certain Covenants . . . . . . . . . . . . . . The indenture for the notes limits, among other things:

• CNH Industrial Capital LLC’s ability and the ability of itsrestricted subsidiaries to incur secured debt or enter intocertain sale leaseback transactions; and

• CNH Industrial Capital LLC’s ability and the ability of theguarantors to consolidate, merge, convey, transfer or leaseall or substantially all of our or their properties and assets.

These covenants are subject to important exceptions andlimitations. For more detail, see ‘‘Description of the Notes’’ inthis prospectus supplement.

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Governing Law . . . . . . . . . . . . . . . . . The indenture is, and the notes and the guarantees will be,governed by the laws of the State of New York.

Listing . . . . . . . . . . . . . . . . . . . . . . . We do not intend to list the notes on any securities exchange.

Use of proceeds . . . . . . . . . . . . . . . . CNH Industrial Capital LLC intends to add the net proceedsfrom this offering to its general funds and to use them forworking capital and other general corporate purposes,including, among other things, the purchase of receivables orother assets in the ordinary course of business. The netproceeds may also be applied to repay our indebtedness as itbecomes due. See ‘‘Use of Proceeds’’ in this prospectussupplement.

Risk Factors . . . . . . . . . . . . . . . . . . . Investing in the notes involves substantial risk. We urge you toread and consider carefully the section titled ‘‘Risk Factors’’ inthis prospectus supplement, along with the risks that arediscussed in our Annual Report on Form 10-K for the yearended December 31, 2016, which are incorporated byreference in this prospectus supplement and the accompanyingprospectus, together with all of the other information includedor incorporated by reference in this prospectus supplementand the accompanying prospectus, before deciding whether toinvest in the notes.

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RISK FACTORS

Investing in the notes involves substantial risk. We urge you to read and consider carefully the followingrisks, along with the risks that are discussed in our Annual Report on Form 10-K for the year endedDecember 31, 2016, which are incorporated by reference in this prospectus supplement and theaccompanying prospectus, together with all of the other information included or incorporated by reference inthis prospectus supplement and the accompanying prospectus, before deciding whether to invest in the notes.If any of these risks were to occur, our business, financial condition or results of operations could bematerially and adversely affected. In such case, our ability to meet our obligations under the notes could bematerially affected. You could lose all or part of your investment in, or fail to achieve the expected returnon, the notes.

Risks Related to the Notes and this Offering

The notes will be effectively subordinated to CNH Industrial Capital LLC’s existing and future secureddebt and other secured obligations to the extent of the collateral securing such debt and other obligations, andthe guarantees of the notes will be effectively subordinated to the guarantors’ existing and future secured debtand other secured obligations to the extent of the collateral securing such debt and other obligations.

Holders of CNH Industrial Capital LLC’s secured debt and any guarantor’s secured debt, bothexisting and future, will have claims that are prior to your claims as holders of the notes to the extentof the value of the assets securing such secured debt. The notes and the guarantees will be effectivelysubordinated to all such secured debt to the extent of the value of the collateral securing such secureddebt. In the event of any distribution or payment of CNH Industrial Capital LLC’s or any otherguarantor’s assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or otherbankruptcy or insolvency proceeding, holders of secured debt will have a prior claim to the assets thatconstitute their collateral. Holders of the notes will participate ratably with all holders of CNHIndustrial Capital LLC’s and the guarantors’ unsecured senior debt, if any, and with all of their othergeneral creditors, based upon the respective amounts owed to each such holder or creditor, in CNHIndustrial Capital LLC’s and the guarantors’ respective assets remaining after payment of their secureddebt, if any. In any of the foregoing events, we cannot assure you that there will be sufficient assets topay amounts due on the notes. As a result, holders of the notes may receive less than holders ofsecured debt and less than they are due on the notes. As of December 31, 2016, CNH IndustrialCapital LLC and the guarantors had $103.3 million of secured debt outstanding.

CNH Industrial Capital LLC is principally a holding company with limited direct operations and maynot have sufficient cash to make payments on the notes.

CNH Industrial Capital LLC is principally a holding company with limited direct operations. Itsprincipal assets are the equity interests and investments it holds in its subsidiaries. As a result, itdepends on dividends and other payments from its subsidiaries to generate the funds necessary to meetits financial obligations, including the payment of principal of and interest on its outstanding debt. Itssubsidiaries are legally distinct from it and have no obligation to pay amounts due on CNH IndustrialCapital LLC’s debt or to make funds available to it for such payment except as provided in theguarantees or pursuant to affiliate notes, and in any event, such subsidiaries may not generate sufficientcash from operations to enable CNH Industrial Capital LLC to make principal and interest paymentson the notes. In addition, any payments of dividends, distributions, loans or advances to us by CNHIndustrial Capital LLC’s subsidiaries could be subject to legal and contractual restrictions. For example,Delaware law provides that a limited liability company is prohibited from making a distribution of cashor other property to its member to the extent that, at the time of and after giving effect to thedistribution, the limited liability company’s liabilities exceed the fair value of its assets, subject tocertain exceptions. As of December 31, 2016, the aggregate amount that may be so distributed by theguarantors to CNH Industrial Capital LLC as their member was approximately $1.4 billion. CNH

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Industrial Capital LLC’s subsidiaries may incur additional indebtedness in the future, the agreements orinstruments governing which may restrict payments from those subsidiaries to CNH IndustrialCapital LLC. The agreements governing the future indebtedness of CNH Industrial Capital LLC’ssubsidiaries may not permit those subsidiaries to provide CNH Industrial Capital LLC with sufficientcash to fund payments on the notes when due.

Moreover, limited liability companies are a relatively recent form of business entity and theDelaware Limited Liability Company Act, which governs Delaware limited liability companies such asCNH Industrial Capital LLC, CNH Industrial Capital America and New Holland Credit, was notenacted until the early 1990s. Unlike Delaware corporate law, there has been limited case lawinterpreting the Delaware Limited Liability Company Act, including with respect to the duties owed bydirectors, officers or managers of a limited liability company. Therefore, there may be more uncertaintyin connection with the enforcement of the rights of an investor in a Delaware limited liability companythan in a Delaware corporation. In addition, members of a limited liability company are generally notpersonally liable for the debts, obligations and liabilities of the company. As a result, none of our directand indirect parent companies, including CNHI, will have any liability with respect to the notes at anytime.

As part of our overall funding strategy, we transfer receivables into special purpose entities inconnection with our ABS programs. Payments of principal of and interest on such receivables are‘‘restricted cash,’’ as they are payable to the ABS investors and are not expected to be available toCNH Industrial Capital LLC or its creditors. See ‘‘Note 2: Summary of Significant Accounting Policies’’to our audited consolidated financial statements for the year ended December 31, 2016, which areincorporated by reference into this prospectus supplement. The receivables subject to suchsecuritizations are ‘‘restricted receivables’’ and are not expected to be available to CNH IndustrialCapital LLC or its creditors. See ‘‘Note 4: Receivables’’ to our audited consolidated financialstatements for the year ended December 31, 2016, which are incorporated by reference into thisprospectus supplement. For the year ended December 31, 2016, the guarantors transferredapproximately $6.9 billion, representing 80% of total receivables originated by the guarantors, to specialpurpose entities. See ‘‘Note 14: Supplemental Condensed Consolidating Financial Information’’ to ouraudited consolidated financial statements for the year ended December 31, 2016, which areincorporated by reference into this prospectus supplement.

CNH Industrial Capital LLC and the guarantors only account for a portion of our total revenues andassets and may not have sufficient cash to make payments on the notes.

The notes are issued by CNH Industrial Capital LLC and guaranteed by CNH Industrial CapitalAmerica and New Holland Credit. CNH Industrial Capital LLC and the guarantors, collectively,accounted for approximately 58% of our total revenues for the year ended December 31, 2016 and42% of our total assets as of December 31, 2016 (in each case with such percentages calculated beforeintercompany eliminations). The ability of CNH Industrial Capital LLC and the guarantors to makepayments on the notes will depend, in part, upon their earnings and other funds and assets available tothem. There is no assurance that the business of CNH Industrial Capital LLC or the guarantors willnot suffer a material adverse change in the future, which could significantly reduce their earnings andcash flows and the value of their assets. Furthermore, subject to provisions relating to successorobligors under the indenture governing the notes, CNH Industrial Capital LLC and the guarantors aregenerally not restricted from transferring their assets to CNHI, or other subsidiaries of CNH IndustrialCapital LLC or CNHI that do not guarantee the notes, or from otherwise disposing of their assets.Such transfer or disposition of assets may reduce the value of the assets of CNH IndustrialCapital LLC and the guarantors or otherwise adversely affect their ability to generate earnings or cashflows on an ongoing basis. We cannot assure you that CNH Industrial Capital LLC and the guarantorswill always have sufficient funds to pay the principal of, or interest on, the notes.

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Your rights as a note holder are effectively subordinated to claims of creditors of our subsidiaries that arenot guarantors.

Not all of CNH Industrial Capital LLC’s subsidiaries will guarantee the notes, including CNHIndustrial Capital Canada. A holder of notes will not have any claim as a creditor against subsidiariesof CNH Industrial Capital LLC that are not guarantors of the notes, and the indebtedness and otherliabilities, including trade payables, and the claims of other general creditors, whether secured orunsecured, of those non-guarantor subsidiaries will be effectively senior to your claims. Subject tolimitations in the indenture governing the notes, non-guarantor subsidiaries may incur additionalindebtedness in the future (and may incur other liabilities without limitation). In the event of abankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, their creditors willbe entitled to payment of their claims from the assets of those subsidiaries before any assets are madeavailable for distribution to us. CNH Industrial Capital LLC and the guarantors, collectively, accountedfor approximately 58% of our total revenues for the year ended December 31, 2016 and 42% of ourtotal assets as of December 31, 2016 (in each case with such percentages calculated beforeintercompany eliminations). In addition, certain of our non-guarantor subsidiaries are variable-interestentities that engage in securitization transactions. Their assets do not belong to us and cannot be usedto satisfy our obligations under the notes. As of December 31, 2016, our non-guarantor subsidiaries had$9.0 billion of outstanding debt, to which the notes are effectively subordinated.

If an active trading market for the notes does not develop, the liquidity and value of the notes could bereduced.

There is no existing public trading market for the notes, and we do not intend to apply for listingof the notes on any securities exchange. In addition, if no active trading market develops, you may notbe able to resell your notes at their fair market value, or at all. Future trading prices of the notes willdepend on, among other things, prevailing interest rates, our operating results and the market forsimilar securities.

If a market for the notes does not develop, it is possible that you will not be able to sell yournotes at a particular time or at a favorable price. It is also possible that any trading market that doesdevelop for the notes will not be liquid. Historically, the market for non-investment grade debt hasbeen subject to disruptions that have caused volatility in prices. If a market for the notes develops, it ispossible that the market for the notes will be subject to disruptions and price volatility. Any disruptionsmay have a negative effect on holders of the notes, regardless of our operating performance, financialcondition and prospects.

In the event of a change of control, CNH Industrial Capital LLC may not be able to satisfy all of itsobligations under the notes.

If, following the issuance of the notes, CNH Industrial Capital LLC experiences a Change ofControl Triggering Event, as defined in the indenture governing the notes, CNH Industrial Capital LLCwill be required to offer to repurchase all outstanding notes at 101% of the principal amount thereofplus accrued and unpaid interest, if any, thereon to the date of repurchase. However, we may not havesufficient funds at the time of the change of control to make the required repurchase of the notes. Ourfailure to make or complete a change of control offer would place us in default under the indenturegoverning the notes.

Your rights under the guarantees may be limited by laws, including fraudulent conveyance and insolvencylaws.

The notes will be issued by CNH Industrial Capital LLC, a Delaware limited liability company,and guaranteed by limited liability companies organized under the laws of Delaware. In the event of a

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bankruptcy, insolvency or similar event, bankruptcy or comparable insolvency proceedings could beinitiated in such jurisdiction. Your rights under the guarantees will be subject to the bankruptcy,insolvency, administrative and other laws of the United States and Delaware and there can be noassurance that you will be able to effectively enforce your rights in any such bankruptcy, insolvency orsimilar proceedings.

Under U.S. federal bankruptcy laws or comparable provisions of state fraudulent transfer laws, theissuance of the guarantees could be avoided, if, among other things, at the issuance of the guarantees,the applicable guarantor:

• incurred the obligations under the guarantees with an actual intent to hinder, delay or defraudany present or future creditor; or

• received less than reasonably equivalent value or fair consideration for the obligations incurredunder the guarantees and the applicable guarantor:

• was insolvent or rendered insolvent by reason of the incurrence of such obligations;

• was engaged in a business or transaction for which its remaining assets constitutedunreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay as suchdebts mature.

The measures of insolvency for purposes of the foregoing considerations will vary depending uponthe law applied in any proceeding with respect to the foregoing. Generally, however, a guarantor wouldbe considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the value of all of its assetsat a fair valuation;

• the present fair saleable value of its assets was less than the amount that would be required topay its probable liabilities on its existing debts, including contingent liabilities, as they becomeabsolute and mature; or

• it could not pay its debts as they become due.

By its terms, the guarantee of each guarantor will limit the liability of each such guarantor to themaximum amount it can pay without the guarantee being deemed a fraudulent transfer. Each of theguarantors believes that immediately after the issuance of the notes by CNH Industrial Capital LLCand the issuance of the guarantees by the guarantors, each of the guarantors will be solvent, will havesufficient capital to carry on their respective businesses and will be able to pay their respective debts asthey mature. However, there can be no assurance as to what standard a court would apply in makingthese determinations or that a court would reach the same conclusions with regard to these issues. Inan evidentiary ruling in In re W.R. Grace & Co., the federal bankruptcy court for the District ofDelaware held that under the Uniform Fraudulent Transfer Act, whether a transferor is renderedinsolvent by a transfer depends on the actual liabilities of the transferor, and not what the transferorknows about such liabilities at the time of the transfer. Therefore, under that court’s analysis, liabilitiesthat are unknown, or that are known to exist but whose magnitude is not fully appreciated at the timeof the transfer, may be taken into account in the context of a future determination of insolvency. If theprinciple articulated by that court is upheld, it would make it very difficult to know whether atransferor is solvent at the time of transfer, and would increase the risk that a transfer may in thefuture be found to be a fraudulent transfer.

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Because each guarantor’s liability under its guarantee may be reduced to zero, avoided or released undercertain circumstances, you may not receive any payments from either or both of the guarantors.

You will have the benefit of the guarantees of the guarantors. However, the guarantees by theguarantors are limited to the maximum amount that the guarantors are permitted to guarantee underapplicable law. As a result, a guarantor’s liability under its guarantee could be reduced to zero,depending upon the amount of other obligations of such guarantor. Further, under the circumstancesdiscussed more fully above, a court under federal or state fraudulent conveyance and transfer statutescould avoid the obligations under a guarantee or further subordinate it to all other obligations of theguarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certaincircumstances described under ‘‘Description of the Notes—Guarantees.’’

The credit ratings of the notes may not reflect all risks of an investment in the notes.

The credit ratings of the notes are an assessment of our ability to pay our obligations under thenotes as they become due. Consequently, real or anticipated changes in these credit ratings willgenerally affect the market value of the notes. The credit ratings of the notes, however, may not reflectthe potential risks related to the market or other factors on the value of the notes. Furthermore,because your return on the notes depends upon factors in addition to our ability to pay our obligations,an improvement in the credit ratings of the notes will not reduce the other investment risks related tothe notes. In addition, one or more independent credit rating agencies may assign credit ratings to thenotes. Any such ratings may not reflect the potential impact of all risks related to structure, market,additional factors discussed in this prospectus supplement, and other factors that may affect the valueof the notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revisedor withdrawn by the rating agency at any time.

An increase in market rates could result in a decrease in the value of the notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline invalue because the premium, if any, over market interest rates will decline. Consequently, if youpurchase the notes and market interest rates increase, the market value of your notes may decline. Wecannot predict the future level of market interest rates.

The market price of the notes may be volatile.

The market price of the notes will depend on many factors that may vary over time and some ofwhich are beyond our control, including but not limited to:

• our financial performance;

• the amount of indebtedness we and our subsidiaries have outstanding;

• market interest rates;

• the market for similar securities;

• our credit ratings;

• competition; and

• general economic conditions.

As a result of these factors, you may only be able to sell your notes at a price below what youbelieve to be appropriate, including a price below the price you paid for them.

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We may redeem your notes at our option, which may adversely affect your return.

We may redeem the notes, in whole or in part, at our option at any time or from time to time atthe applicable redemption prices described in this prospectus supplement. Prevailing interest rates atthe time we redeem the notes may be lower than the interest rate on the notes. As a result, you maynot be able to reinvest the redemption proceeds in a comparable security at an interest rate equal to orhigher than the interest rate on the notes. See ‘‘Description of the Notes—Optional Redemption’’ for amore detailed description of the conditions under which we may redeem the notes.

The notes will initially be held in book-entry form and, therefore, you must rely on the procedures andrelevant clearing systems to exercise your rights and remedies.

Unless certificated notes are issued in exchange for book-entry interests in the notes, owners ofbook-entry interests will not be considered owners or holders of the notes. Instead, The DepositoryTrust Company (‘‘DTC’’), or its nominee, will be the sole holder of the notes. Payments of principal,interest and other amounts owing on or in respect of the notes in global form will be made to thepaying agent, which will make payments to DTC. Thereafter, such payments will be credited to DTCparticipants’ accounts that hold book-entry interests in the notes in global form and credited by suchparticipants to indirect participants. Unlike holders of the notes themselves, owners of book-entryinterests will not have the direct right to act upon our solicitations for consents or requests for waiversor other actions from holders of the notes. Instead, if you own a book-entry interest, you will bepermitted to act only to the extent you have received appropriate proxies to do so from DTC or, ifapplicable, a DTC participant. We cannot assure you that procedures implemented for the granting ofsuch proxies will be sufficient to enable you to vote on any requested actions on a timely basis.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

All statements other than statements of historical fact contained in this prospectus supplement,including statements regarding our competitive strengths; business strategy; future financial position oroperating results; budgets; projections with respect to revenue, income, capital expenditures, dividends,capital structure or other financial items; costs; and plans and objectives of management regardingoperations, products and services, are forward-looking statements. These statements may includeterminology such as ‘‘may,’’ ‘‘will,’’ ‘‘expect,’’ ‘‘could,’’ ‘‘should,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘anticipate,’’‘‘believe,’’ ‘‘outlook,’’ ‘‘continue,’’ ‘‘remain,’’ ‘‘on track,’’ ‘‘design,’’ ‘‘target,’’ ‘‘objective,’’ ‘‘goal,’’‘‘forecast,’’ ‘‘projection,’’ ‘‘prospects,’’ ‘‘plan,’’ or similar terminology. Forward-looking statements arenot guarantees of future performance. Rather, they are based on current views and assumptions andinvolve known and unknown risks, uncertainties and other factors, many of which are outside ourcontrol and are difficult to predict. Specific factors that could cause actual results to differ from thosein the forward-looking statements include, among others:

• Credit rating changes could affect our access to funding and our cost of funds, which could inturn adversely affect our financial position and results of operations.

• We have significant outstanding indebtedness, which may limit our ability to obtain additionalfunding and may limit our financial and operating flexibility.

• Restrictive covenants in our debt agreements could limit our financial and operating flexibility.

• Reduced demand for agricultural and construction equipment would reduce the opportunitiesfor us to finance equipment.

• A decrease in government incentives may adversely affect our results.

• Change in support from CNH Industrial North America could limit our ability to offercompetitively priced financing to our customers and reduce the percentage of CNH IndustrialNorth America’s products financed by us, which may in turn have a material adverse effect onour business, financial position, results of operations and cash flows.

• An increase in customer credit risk may result in higher delinquencies and defaults, anddeterioration in collateral valuation may reduce our collateral recoveries, which could increaselosses on our receivables and operating leases and adversely affect our financial position andresults of operations.

• Changes in interest rates and market liquidity could have a material adverse effect on ourearnings and cash flows.

• If we are unable to obtain funding, in particular through the ABS market and committed asset-backed facilities, at competitive rates, our ability to conduct our financing business may beseverely impaired and our financial position, results of operations and cash flows may bematerially and adversely affected.

• If we breach our representations and warranties in connection with our ABS transactions, wemay be required to repurchase non-conforming receivables from the securitization vehicles,which could have an adverse effect on our financial position, results of operations and cashflows.

• Certain of our operations are subject to supervision and regulation by governmental authoritiesand changes in applicable laws or regulations may adversely impact our ability to engage inrelated business activities or increase the cost of our operations, thus adversely affecting ourbusiness, financial position and results of operations.

• The Dodd-Frank Act and other regulations may adversely affect us.

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• Our business may be affected by unfavorable weather conditions, climate change or naturaldisasters.

• Changes in demand for food and alternate energy sources could impact our revenues.

• Competitive activity or failure by us to respond to actions by our competitors could adverselyaffect our business, financial position and results of operations, in particular due to a cost offunds disparity between us and some of our competitors.

• Adverse economic conditions could place a financial strain on our dealers and adversely affectour operating results.

• A decrease in the value of the equipment that we lease or higher than expected return volumesof our leased equipment could adversely affect our results.

• Our business operations may be impacted by various types of claims, lawsuits, and othercontingent obligations.

• Our affiliates may cease to provide us with financing support.

• Our participation in cash management pools exposes us to CNH Industrial credit risk, which, inthe event of a bankruptcy or insolvency of certain CNH Industrial entities, could render usunable to recover our deposits and in turn materially and adversely affect our financial positionand results of operations.

• Our financial statements may be adversely impacted by changes in accounting standards.

• Increased information technology security threats, more sophisticated computer crime, andchanges in privacy and data security laws could disrupt our business.

If any of these risks and uncertainties materialize or other assumptions underlying any of theforward-looking statements prove to be incorrect, the actual results or developments may differmaterially from any future results or developments expressed or implied by the forward-lookingstatements.

Factors, risks and uncertainties that could cause actual results to differ materially from thosecontemplated by the forward-looking statements include, among others: the many interrelated factorsthat affect customer confidence and demand for our financing products and services; general economicconditions; changes in government policies regarding banking, monetary and fiscal policies; legislation,particularly relating to capital goods-related issues such as agriculture, the environment, debt relief andsubsidy program policies, trade and commerce and infrastructure development; government policies oninternational trade and investment, including sanctions, import quotas, capital controls and tariffs;actions of competitors in the various industries in which CNH Industrial North America competes;interest rates and currency exchange rates; inflation and deflation; energy prices; prices for agriculturalcommodities; housing starts and other construction activity; our ability to obtain financing or torefinance existing debt; restrictive covenants in our debt agreements; actions by rating agenciesconcerning the ratings on our debt and asset-backed securities and the credit rating of CNHI; a declinein the price of used equipment; political and civil unrest; volatility and deterioration of capital andfinancial markets, including further deterioration of the Eurozone sovereign debt crisis, other similarrisks and uncertainties and our success, and CNH Industrial North America’s success, in managing therisks involved in the foregoing.

Furthermore, in light of difficult macroeconomic conditions, both globally and in the industries inwhich we operate, it is particularly difficult to forecast our results and any estimates or forecasts ofparticular periods that we provide are uncertain. Accordingly, investors should not place undue relianceon such forward-looking statements. We can give no assurance that the expectations reflected in ourforward-looking statements will prove to be correct. Our outlook is based upon assumptions, which are

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sometimes based upon estimates and data received from third parties. Such estimates and data areoften revised. Our actual results could differ materially from those anticipated in such forward-lookingstatements. We undertake no obligation to update or revise publicly any forward-looking statements.

Forward-looking statements speak only as of the date on which such statements are made. Youshould not put undue reliance on any forward-looking statements. When considering forward-lookingstatements, please review the risk factors identified in this prospectus supplement under ‘‘Risk Factors,’’as well as the section entitled ‘‘Risk Factors’’ included in our most recent Annual Report onForm 10-K, our subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K andForm 8-K/A and any other documents we may file from time to time with the SEC. Except as requiredby applicable securities laws, we do not intend to update these forward-looking statements andinformation.

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USE OF PROCEEDS

We intend to add the net proceeds from this offering to our general funds and to use them forworking capital and other general corporate purposes, including, among other things, the purchase ofreceivables or other assets in the ordinary course of business.

The net proceeds may also be applied to repay our indebtedness as it becomes due. For a detaileddescription of our existing indebtedness, see ‘‘Note 8: Credit Facilities and Debt’’ to our auditedconsolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember 31, 2016, which are incorporated by reference into this prospectus supplement.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31,2016, on (i) an actual basis and (ii) on an as adjusted basis to reflect the February 2017 maturity of our$500 million 3.250% Notes due 2017 and the estimated net proceeds from this offering.

You should read this table in conjunction with our financial statements and accompanying notesand other financial data incorporated by referenced into this prospectus supplement and theaccompanying prospectus.

The capitalization table below is not necessarily indicative of our future capitalization or financialcondition.

As of December 31, 2016

Actual As Adjusted(1)

(in thousands)Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 164,247 $ 159,772Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 712,845 712,845Total cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . $ 877,092 $ 872,617Debt

Short-term debt (including current maturities of long-term debt)Credit facility-secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,552,291 $ 1,552,291Other secured debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,210,338 2,210,3383.250% Notes due 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 —Total short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,262,629 3,762,629

Long-term debtNotes offered hereby(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 500,0003.625% Notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 600,0003.875% Notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 600,0003.375% Notes due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,0004.375% Notes due 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 600,0004.875% Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,000 500,0003.875% Notes due 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 400,000Hedging effects, discounts and unamortized issuance costs . . . . . . . . . . . . . . . . (33,192) (37,667)Term loan facility—unsecured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 100,000Credit facility—unsecured(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —Credit facility—secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 676,664 676,664Other secured debt(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,530,846 3,530,846Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,474,318 7,969,843Total third-party debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,736,947 11,732,472Affiliated debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,851 132,851Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,869,798 $11,865,323

Stockholder’s equityMember’s capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 844,100 844,100Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . (144,136) (144,136)Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 666,754 666,754

Total CNH Industrial Capital LLC stockholder’s equity . . . . . . . . . . . . . . . . . . 1,366,718 1,366,718Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total stockholder’s equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,366,718 $ 1,366,718Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,236,516 $13,232,041

(1) As adjusted to reflect the February 2017 maturity of our $500 million 3.250% Notes due 2017, the effect of theissuance of the notes offered hereby and the application of the estimated net proceeds as described in thisprospectus supplement.

(2) Consists of $500 million aggregate principal amount of the notes offered hereby.(3) The table does not reflect a March 2017 $100 million unsecured revolving credit facility with a final maturity in

2020, all of which has been drawn.(4) The table does not reflect secured funding transactions completed subsequent to December 31, 2016, which

amounted to $1,180 million from term ABS placements.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical ratio of our earnings to fixed charges for the periodsindicated. For the purpose of calculating these ratios, earnings are defined as the sum of (i) incomebefore income taxes, (ii) fixed charges and (iii) amortization of capitalized interest, less (i) interestcapitalized and (ii) noncontrolling interest in pretax income of subsidiaries that have not incurred fixedcharges. Fixed charges consist of (i) interest expense, including amortization of premiums, discountsand capitalized expenses related to indebtedness, (ii) interest capitalized and (iii) an estimate of theinterest component of rental expense.

For the Year Ended December 31,

2016 2015 2014 2013 2012 2011

Ratio of Earnings to Fixed Charges . . . . . . . 1.92 2.13 2.35 2.56 2.30 2.19

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DESCRIPTION OF THE NOTES

Please note that in this section entitled ‘‘Description of the Notes,’’ references to ‘‘Holders’’ mean thosewho own notes registered in their own names on the books that we or the trustee maintain for this purpose,and not those who own beneficial interests in notes registered in street name or in notes issued in book-entryform through one or more depositaries. Owners of beneficial interests in the notes should also read thesection entitled ‘‘Legal Ownership and Book-Entry Issuance’’ in the accompanying prospectus.

The following description of the particular terms of the notes supplements the general descriptionof the debt securities included in the accompanying prospectus. You should review this descriptiontogether with the description of the debt securities included in the accompanying prospectus. To theextent this description is inconsistent with the description in the accompanying prospectus, thisdescription will control and replace the inconsistent description in the accompanying prospectus.

The notes will be issued pursuant to an officers’ certificate under the indenture (the ‘‘Indenture’’),dated as of September 11, 2015, by and among us, the guarantors of the notes (the ‘‘Guarantors’’) andWells Fargo Bank, National Association, as trustee (the ‘‘Trustee’’). The Indenture permits the issuanceof various distinct series of debt securities. The notes will be a separate series of debt securities underthe Indenture.

This section of the prospectus supplement summarizes the material provisions of the Indenture asit relates to the notes and the officers’ certificate establishing the notes. It does not restate theindenture and officers’ certificate in their entirety. We urge you to read the indenture and the officers’certificate because they, and not this description, define the rights of Holders of the notes.

Defined terms used in this section have the meanings set forth below under ‘‘—CertainDefinitions.’’ For purposes of this section, references to the Company refer only to CNH IndustrialCapital LLC and not its Subsidiaries. Definitions, covenants and provisions described in this sectionapply only with respect to the notes and not to any other series of debt securities under the Indenture.

Principal, Maturity and Interest

The notes will mature on April 5, 2022. Interest on the notes will accrue at the rate of 4.375% perannum. Interest on the notes will be payable semiannually in arrears in cash on each April 5 andOctober 5, commencing on October 5, 2017, to the persons who are registered Holders at the close ofbusiness on March 21 and September 20 immediately preceding the applicable interest payment date.Interest on the notes will accrue from and including the most recent date to which interest has beenpaid or, if no interest has ever been paid, from and including the date of issuance. Interest will becomputed on the basis of a 360-day year comprising twelve 30-day months.

The notes will not be entitled to the benefit of any mandatory sinking fund.

Guarantees

The notes will be unconditionally, jointly and severally guaranteed by:

• CNH Industrial Capital America; and

• New Holland Credit.

The guarantee (‘‘Guarantee’’) of each Guarantor will be a general unsecured obligation of suchGuarantor and will rank senior in right of payment to all future obligations of such Guarantor that are,by their terms, expressly subordinated in right of payment to such Guarantee and pari passu in right ofpayment with all existing and future unsecured Indebtedness of such Guarantor that are not sosubordinated. The notes will be effectively subordinated to the obligations of each of the Company’sdirect and indirect Subsidiaries that is not a Guarantor of the notes. As of December 31, 2016, such

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non-Guarantor Subsidiaries had $9.0 billion of outstanding debt. In addition, the assets of ourSecuritization Subsidiaries, which are variable-interest entities that engage in our SecuritizationTransactions, do not belong to us and cannot be used to satisfy our obligations under the notes. As ofDecember 31, 2016, the total assets and debt of such Securitization Subsidiaries consolidated on ourbalance sheet were $8.4 billion and $7.9 billion, respectively. See ‘‘Risk Factors—Risks Related to theNotes and this Offering—Because each guarantor’s liability under its guarantee may be reduced tozero, avoided or released under certain circumstances, you may not receive any payments from eitheror both of the guarantors.’’

The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent thatGuarantee from constituting a fraudulent conveyance under applicable law. If a Guarantee wererendered voidable, it could be subordinated by a court to all other Indebtedness (including guaranteesand other contingent liabilities) of the applicable Guarantor, and, depending on the amount of suchindebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero.

The Guarantee of a Guarantor will be automatically released:

(1) in connection with any sale or other disposition of all of the Capital Stock of such Guarantorto a Person other than the Company or any Subsidiary of the Company;

(2) in connection with the sale or other disposition of all or substantially all of the assets orproperties of such Guarantor, including by way of merger, consolidation or otherwise, to aPerson other than the Company or any Subsidiary of the Company; or

(3) in the case of any Subsidiary which after the Issue Date is required to Guarantee the notespursuant to the covenant described under ‘‘—Issuance of Subsidiary Guarantees,’’ upon either(x) the release or discharge of the Guarantee of such Subsidiary of Indebtedness of theCompany or any other Person which resulted in the obligation to so guarantee the notes or(y) the notes reaching Investment Grade Status.

Parent Support Agreement

Effective as of September 29, 2013, in connection with the merger of CNH Global with and intoCNHI, CNHI assumed all of CNH Global’s obligations under the Parent Support Agreement, pursuantto which CNHI has agreed to, among other things, (a) make cash capital contributions to theCompany, to the extent that such payments are necessary to cause the ratio of net earnings availablefor fixed charges to fixed charges of the Company and its Subsidiaries to be not less than 1.05 for eachfiscal quarter of the Company (with such ratio determined, on a consolidated basis and in accordancewith U.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as awhole), (b) generally maintain an ownership of at least fifty-one percent (51%) of the Capital Stock ofthe Company having voting power for the election of directors or managers and (c) cause the Companyto have, as at the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million.CNHI is required to cure, directly or indirectly, any deficiency in the ratio of net earnings available forfixed charges to fixed charges or in the consolidated tangible net worth not later than 90 days followingthe end of the fiscal quarter in which the deficiency occurred.

The Parent Support Agreement is not intended to be and is not a guarantee by CNHI of thepayment of the principal of and any premium and interest on the notes. The obligations of CNHI tothe Company pursuant to the Parent Support Agreement are to the Company only and do not run to,and are not enforceable directly by, any creditor of the Company including Holders of the notes or theTrustee, and the terms of the Parent Support Agreement will not cause CNHI to be responsible for thepayment of any obligations of the Company or of any Guarantor to any creditor thereof, including theHolders of the notes or the Trustee; provided, however, that the Holders of more than 50% of theaggregate outstanding principal amount of all of the Company’s indebtedness (other than indebtedness

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owed to any Affiliate of the Company) will have the right to demand that the Company enforce theCompany’s rights under the Parent Support Agreement, and if the Company fails or refuses to taketimely action to enforce such rights, such Holders may proceed against the Company to require theCompany to enforce its rights under the Parent Support Agreement.

Redemption

Optional redemption

The notes will be redeemable, at the Company’s option, in whole at any time or in part from timeto time, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaidinterest, if any, to the redemption date, plus the Make-Whole Premium (a ‘‘Make-WholeRedemption’’).

Selection and notice of redemption

In the event that less than all of the notes are to be redeemed at any time, subject to applicableprocedures of DTC with respect to global notes, selection of the notes for redemption will be made bythe Trustee in compliance with the requirements of the principal national securities exchange, if any, onwhich the notes are listed or, if the notes are not then listed on a national securities exchange, on a prorata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that nonotes of a principal amount of $2,000 or less shall be redeemed in part.

Notice of an optional redemption shall be mailed at least 30 but not more than 60 days before theredemption date to each Holder to be redeemed at its registered address or otherwise delivered toeach Holder in accordance with the applicable procedures of DTC. If any note is to be redeemed inpart only, the notice of redemption that relates to such note shall state the portion of the principalamount thereof to be redeemed. A note in a principal amount equal to the unredeemed portionthereof will be issued in the name of the Holder thereof upon cancellation of the original note. On andafter the redemption date, interest will cease to accrue on notes or portions thereof called forredemption as long as the Company has deposited with the paying agent funds in satisfaction of theapplicable redemption price pursuant to the Indenture.

Repurchase at the Option of Holders Upon a Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right torequire that the Company purchase all or a portion of such Holder’s notes pursuant to the offerdescribed below (the ‘‘Change of Control Offer’’), at a purchase price equal to 101% of the principalamount thereof plus accrued interest, if any, thereon to the date of purchase (the ‘‘Change of ControlPayment’’).

Within 30 days following the date upon which the Change of Control Triggering Event occurs, theCompany must send, by first-class mail, or otherwise deliver in accordance with the applicableprocedures of DTC, a notice to each Holder of the notes, with a copy to the Trustee, which notice shallgovern the terms of the Change of Control Offer. Such notice shall state, among other things, thepurchase date, which shall be a Business Day no earlier than 30 days nor later than 60 days from thedate such notice is mailed or sent (the ‘‘Change of Control Payment Date’’). Holders electing to havetheir notes purchased pursuant to a Change of Control Offer will be required to surrender such noteswith the form entitled ‘‘Option of Holder to Elect Purchase’’ on the reverse of the note completed, tothe paying agent at the address specified in the notice prior to the close of business on the thirdBusiness Day prior to the Change of Control Payment Date.

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On the Change of Control Payment Date, the Company will, to the extent lawful:

• accept for payment all notes or portions of notes properly tendered pursuant to the Change ofControl Offer;

• deposit with the paying agent an amount equal to the Change of Control Payment in respect ofall notes or portions of notes properly tendered; and

• deliver or cause to be delivered to the Trustee the notes properly accepted together with anofficers’ certificate stating the aggregate principal amount of notes or portions of notes beingpurchased by the Company.

Subject to applicable procedures of DTC with respect to global securities, the paying agent will aspromptly as practicable mail to each Holder of notes properly tendered the Change of ControlPayment for such notes, and the Company and the Trustee will as promptly as practicable execute andauthenticate and mail (or cause to be transferred by book entry) to each Holder a new note in aprincipal amount equal to any unpurchased portion of the notes surrendered, if any; provided, however,that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excessthereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations to the extent such laws and regulations are applicable inconnection with a Change of Control Offer. To the extent that the provisions of any securities laws orregulations conflict with the provisions of the Indenture relating to a Change of Control, the Companyshall comply with the applicable securities laws and regulations and shall not be deemed to havebreached its obligations under the applicable provisions of the Indenture by virtue thereof.

The Change of Control purchase feature of the notes may in certain circumstances make it moredifficult to accomplish or discourage a sale or takeover of the Company. Subject to the limitationsdiscussed below, the Company could, in the future, enter into certain transactions, includingacquisitions, refinancings or other recapitalizations, that would not constitute a Change of Controlunder the Indenture, but that could increase the amount of Indebtedness outstanding at such time orotherwise affect the Company’s capital structure or credit ratings. Restrictions on the Company’s abilityto incur additional Indebtedness are contained in the covenants described under ‘‘—Limitations onSecured Indebtedness’’ and ‘‘—Limitations on Sales and Leasebacks.’’ Such restrictions can only bewaived with the consent of the Holders of a majority in principal amount of the notes then outstanding.Except for the limitations contained in such covenants, however, the notes do not have the benefit ofany covenants or provisions that may afford Holders of the notes protection in the event of a highlyleveraged transaction. Neither the Trustee nor any paying agent shall be responsible for monitoring ourrating status, making any request upon any Rating Agency, or determining whether any Rating Declinehas occurred.

The ability of the Company to pay cash to the Holders of the notes following the occurrence of aChange of Control may be limited by the Company’s then existing financial resources. The Companycannot assure you that it will have sufficient funds available when necessary to make any requiredrepurchases, and the terms of the Company’s other financing arrangements may require repurchase orrepayment of amounts outstanding in the event of a Change of Control, which could also limit theCompany’s ability to fund the repurchase of the notes. In the event the Company is required topurchase outstanding notes pursuant to a Change of Control Offer, the Company may seek third-partyfinancing to the extent it does not have available funds to meet its purchase obligations. However,there can be no assurance that the Company would be able to obtain such financing.

The definition of ‘‘Change of Control’’ includes a disposition of all or substantially all of the assetsof the Company to any Person. Although there is a limited body of case law interpreting the phrase‘‘substantially all,’’ there is no precise established definition of the phrase under applicable law.

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Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particulartransaction would involve a disposition of ‘‘all or substantially all’’ of the assets of the Company absenta decision by a court of competent jurisdiction. As a result, it may be unclear as to whether a Changeof Control has occurred and whether a Holder may require the Company to make an offer torepurchase the notes as described above.

The provisions under the Indenture relative to the Company’s obligation to make an offer torepurchase the notes as a result of a Change of Control may be waived or modified with the writtenconsent of the Holders of a majority in principal amount of the notes.

Limitations on Secured Indebtedness

The Company will not, nor will it permit any Restricted Subsidiary to, incur, issue, assume,guarantee or create any Secured Indebtedness without effectively providing concurrently with theincurrence, issuance, assumption, guaranty or creation of any such Secured Indebtedness that theoutstanding notes (together with, if the Company shall so determine, any other Indebtedness of theCompany or such Restricted Subsidiary then existing or thereafter created which is not subordinated tothe outstanding notes) will be secured equally and ratably with (or prior to) such Secured Indebtedness,so long as such Secured Indebtedness will be secured by a Lien, unless, after giving effect thereto, thesum of the aggregate amount of (a) all outstanding Secured Indebtedness of the Company and itsRestricted Subsidiaries, plus (b) all Attributable Debt in respect of sale and leaseback transactions (withthe exception of Attributable Debt which is excluded pursuant to clauses (1) to (6) inclusive describedunder ‘‘—Limitations on Sales and Leasebacks’’ below), plus (c) all Indebtedness of CNH IndustrialCapital Canada (other than Indebtedness of CNH Industrial Capital Canada owed to CNHI, or anyParent of CNHI, or any of the Subsidiaries of CNHI or any Parent of CNHI) to the extent notincluded under (a) or (b) above, would not exceed 15% of Consolidated Net Tangible Assets of theCompany and its Restricted Subsidiaries; provided, however, that this restriction will not apply to, andthere will be excluded from Secured Indebtedness in any computation under this covenant,Indebtedness secured by:

(1) Liens on property of any Person existing at the time such Person becomes a Subsidiary;

(2) Liens on property existing at the time of acquisition thereof or incurred within 180 days of thetime of acquisition thereof (including, without limitation, acquisition through merger orconsolidation) by the Company or any Restricted Subsidiary;

(3) Liens on property hereafter acquired (or constructed) by the Company or any RestrictedSubsidiary and created prior to, at the time of, or within 270 days after such acquisition(including, without limitation, acquisition through merger or consolidation) (or the completionof such construction or commencement of commercial operation of such property, whicheveris later) to secure or provide for the payment of all or any part of the purchase price (or theconstruction price) thereof;

(4) Liens in favor of the Company or any Restricted Subsidiary;

(5) Liens in favor of the United States of America, any State thereof or the District of Columbia,or any agency, department or other instrumentality thereof, to secure partial, progress,advance or other payments pursuant to any contract or provisions of any statute;

(6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest onwhich is exempt from Federal income taxation pursuant to Section 103(a) of the InternalRevenue Code of 1954, as amended;

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(7) Liens securing the performance of any contract or undertaking not directly or indirectly inconnection with the borrowing of money, the obtaining of advances or credit or the securingof Indebtedness, if made and continuing in the ordinary course of business;

(8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation,or good faith deposits in connection with bids, tenders, contracts or deposits to secure publicor statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash orobligations of the United States of America to secure surety and appeal bonds to which theCompany or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges ordeposits for similar purposes in the ordinary course of business, or Liens imposed by law, suchas laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s andvendors’ Liens and Liens arising out of judgments or awards against the Company or anyRestricted Subsidiary with respect to which the Company or such Restricted Subsidiary at thetime shall be prosecuting an appeal or proceedings for review and with respect to which itshall have secured a stay of execution pending such appeal or proceedings for review, or Liensfor taxes not yet subject to penalties for nonpayment or the amount or validity of which isbeing in good faith contested by appropriate proceedings by the Company or any RestrictedSubsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements orreservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph andtelephone lines and other similar purposes, or zoning or other restrictions or Liens as to theuse of real properties, which Liens, exceptions, encumbrances, easements, reservations, rightsand restrictions do not, in the good faith opinion of the Governing Body of the Company, inthe aggregate materially detract from the value of said properties or materially impair theiruse in the operation of the business of the Company and its Restricted Subsidiaries;

(9) Liens (i) relating to the establishment of depository relations with banks or other financialinstitutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooleddeposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction ofoverdraft or similar obligations incurred in the ordinary course of business of the Company orany of its Subsidiaries or (iii) relating to purchase orders and other agreements entered intowith customers of the Company or any of its Subsidiaries in the ordinary course of business;

(10) Liens relating to collateral provided to any counterparty of the Company or any of itsSubsidiaries in connection with any Hedging Transaction; or

(11) any extension, renewal, refunding or replacement of the foregoing.

For purposes of this subsection, ‘‘—Limitations on Secured Indebtedness’’, ‘‘CNHI’’ includes, forthe avoidance of doubt, its successors in interest, whether by merger, consolidation, sale of assets orotherwise.

Limitations on Sales and Leasebacks

The Company will not, nor will it permit any Restricted Subsidiary to, enter into any arrangementwith any Person providing for the leasing by the Company or any Restricted Subsidiary of any propertyof the Company or any Restricted Subsidiary, which property has been or is to be sold or transferredby the Company or such Restricted Subsidiary to such Person (a ‘‘sale and leaseback transaction’’)unless, after giving effect thereto, the sum of the aggregate amount of (a) all Attributable Debt withrespect to all such sale and leaseback transactions, plus (b) all Secured Indebtedness (with theexception of Indebtedness secured by Liens which are incurred, issued, assumed, guaranteed, created orpermitted pursuant to clauses (1) to (11) inclusive described under ‘‘—Limitations on SecuredIndebtedness’’ above), plus (c) all Indebtedness of CNH Industrial Capital Canada (other thanIndebtedness of CNH Industrial Capital Canada owed to CNHI, or any Parent of CNHI, or any of theSubsidiaries of CNHI or any Parent of CNHI) to the extent not included under (a) or (b) above, would

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not exceed 15% of Consolidated Net Tangible Assets. This covenant will not apply to, and there will beexcluded from Attributable Debt in any computation under this covenant or under the covenantdescribed in ‘‘—Limitations on Secured Indebtedness’’ above, Attributable Debt with respect to anysale and leaseback transaction if:

(1) The Company or any Restricted Subsidiary is permitted to incur Indebtedness secured by aLien pursuant to clauses (1) to (11) inclusive described under ‘‘—Limitations on SecuredIndebtedness’’ above on the property to be leased, in an amount equal to the AttributableDebt with respect to such sale and leaseback transaction, without equally and ratably securingthe notes;

(2) The Company or any Restricted Subsidiary, within 270 days after the sale or transfer shallhave been made by the Company or such Restricted Subsidiary, shall apply an amount in cashequal to the greater of (i) the net proceeds of the sale or transfer of the property leasedpursuant to such arrangement or (ii) the fair market value of the property so leased at thetime of entering into such arrangement (as determined by the President, the Chief FinancialOfficer or the Treasurer of the Company) to the retirement of Secured Indebtedness of theCompany or any Restricted Subsidiary (other than Secured Indebtedness owned by theCompany or any Restricted Subsidiary); provided, however, that no retirement referred to inthis clause (2) may be effected by payment at maturity or pursuant to any mandatory sinkingfund payment or any mandatory prepayment provision of any Secured Indebtedness;

(3) The Company or any Restricted Subsidiary applies the net proceeds of the sale or transfer ofthe property leased pursuant to such transaction to the purchase of other property or assetsused or useful in the Company’s or any Restricted Subsidiary’s business within 270 days prioror subsequent to such sale or transfer;

(4) the effective date of any such arrangement is within 270 days of the acquisition of theapplicable property (including, without limitation, acquisition by merger or consolidation) orthe completion of construction and commencement of operation thereof, whichever is later;

(5) the lease in such sale and leaseback transaction is for a period, including renewals, of notmore than three years; or

(6) the sale and leaseback transaction is entered into between the Company and any suchRestricted Subsidiary or between any such Restricted Subsidiaries.

For purposes of this subsection, ‘‘—Limitations on Sales and Leasebacks’’, ‘‘CNHI’’ includes, forthe avoidance of doubt, its successors in interest, whether by merger, consolidation, sale of assets orotherwise.

Mergers and Similar Transactions

We will generally be permitted to merge or consolidate with another entity. We will also bepermitted to sell our assets substantially as an entirety to another entity. However, the Company shallnot consolidate with or merge with or into any other Person or convey, transfer or lease all orsubstantially all of its properties and assets to any Person, and the Company shall not permit anyPerson to consolidate with or merge with or into the Company or convey, transfer or lease all orsubstantially all of its properties and assets to the Company unless:

(1) the Person formed by such consolidation or with or into which the Company is merged or thePerson which acquires by conveyance or transfer, or which leases, all or substantially all of theproperties and assets of the Company shall be a Person organized and validly existing underthe laws of the United States of America, any State thereof or the District of Columbia andshall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in

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form satisfactory to the Trustee, the due and punctual payment of the principal of and anypremium and interest on all of the notes and the performance or observance of everycovenant of the Indenture in respect of the notes on the part of the Company to beperformed or observed and shall expressly assume all obligations of the Company under theParent Support Agreement;

(2) immediately after giving effect to such transaction and treating any indebtedness whichbecomes an obligation of the Company or a Subsidiary as a result of such transaction ashaving been incurred by the Company or such Subsidiary at the time of such transaction, noDefault in respect of the notes or Event of Default in respect of the notes shall have occurredand be continuing;

(3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease,properties or assets of the Company or any Subsidiary of the Company would become subjectto a mortgage, pledge, lien, security interest or other encumbrance which would not bepermitted by the Indenture in respect of the notes, the Company or such successor Person, asthe case may be, shall take such steps as shall be necessary effectively to secure the notesequally and ratably with (or prior to) all indebtedness secured thereby; and

(4) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel,each stating that such consolidation, merger, conveyance, transfer or lease and, if asupplemental indenture is required in connection with such transaction, such supplementalindenture comply with the applicable provisions of the Indenture and that all conditionsprecedent therein provided for relating to such transaction have been complied with.

For purposes of the foregoing, the conveyance, transfer or lease of all or substantially all of theproperties or assets of one or more Subsidiaries, the Capital Stock of which constitutes all orsubstantially all of the properties and assets of the Company shall be deemed to be the transfer of allor substantially all of the properties and assets of the Company.

Upon any consolidation of the Company with, or merger of the Company with or into, any otherPerson or any conveyance, transfer or lease of all or substantially all of the properties and assets of theCompany in accordance with the foregoing, the successor Person formed by such consolidation or withor into which the Company is merged or to which such conveyance, transfer or lease is made shallsucceed to, and be substituted for, and may exercise every right and power of, the Company under theIndenture with the same effect as if such successor Person had been named as the Company in theIndenture; and in the event of any such conveyance, transfer or lease, the Company (which term shallfor this purpose mean the Person named as the Company or any successor entity which shall havetheretofore become such in the manner prescribed above) shall be discharged from all liability underthe Indenture and in respect of the notes or its Guarantee, as the case may be, and may be dissolvedand liquidated.

Each Guarantor will generally be permitted to merge or consolidate with another entity. EachGuarantor will also be permitted to sell its assets substantially as an entirety to another entity.However, no Guarantor (other than a Guarantor whose Guarantee is to be released in accordance withthe terms of the Guarantee and the Indenture) shall consolidate with or merge with or into any otherPerson or convey, transfer or lease all or substantially all of its properties and assets to any Person, andthe Company shall not permit any Person to consolidate with or merge with or into any otherGuarantor or convey, transfer or lease all or substantially all of its properties and assets to any otherGuarantor, unless:

(1) if such Guarantor shall consolidate with or merge with or into another Person or convey,transfer or lease all or substantially all of its properties and assets to any Person, the Personformed by such consolidation or with or into which such Guarantor is merged or the Person

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which acquires by conveyance or transfer, or which leases, all or substantially all of theproperties and assets of such Guarantor shall be organized and validly existing under the lawsof (x) if such Guarantor is organized and existing under the laws of the United States or anyState thereof or the District of Columbia; or (y) if such Guarantor is organized and existingunder the laws of any other jurisdiction (i) a member state of the European Union (as itexists on the Issue Date), (ii) the United States or any state thereof or the District ofColumbia or (iii) the jurisdiction or organization or existence of such Guarantor to which suchconsolidation or merger relates and, in each case, shall expressly assume, by a supplementalindenture, all of the obligations of such Guarantor under the Indenture in respect of the notesand such Guarantor’s Guarantee in respect of the notes;

(2) immediately after giving effect to such transaction and treating any indebtedness whichbecomes an obligation of such Guarantor as a result of such transaction as having beenincurred by such Guarantor at the time of such transaction, no Default in respect of the notesor Event of Default in respect of the notes shall have happened and be continuing;

(3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease,properties or assets of such Guarantor would become subject to a mortgage, pledge, lien,security interest or other encumbrance which would not be permitted by the Indenture inrespect of the notes, such Guarantor or such successor Person, as the case may be, shall takesuch steps as shall be necessary effectively to secure its Guarantee of the notes equally andratably with (or prior to) all indebtedness secured thereby; and

(4) such Guarantor has delivered to the Trustee an officers’ certificate and an opinion of counsel,each stating that such consolidation, merger, conveyance, transfer or lease and, if asupplemental indenture is required in connection with such transaction, such supplementalindenture comply with the applicable provisions of the Indenture and that all conditionsprecedent therein provided for relating to such transaction have been complied with.

Upon any consolidation of a Guarantor with, or merger of such Guarantor with or into, any otherPerson or any conveyance, transfer or lease of all or substantially all of the properties and assets ofsuch Guarantor with or in accordance with the foregoing, the successor Person formed by suchconsolidation or with or into which such Guarantor is merged or to which such conveyance, transfer orlease is made shall succeed to, and be substituted for, and may exercise every right and power of suchGuarantor under the Indenture with the same effect as if such successor Person had been a Guarantorunder the Indenture; and in the event of any such conveyance, transfer or lease, such Guarantor (whichterm shall for this purpose mean the Person named as such Guarantor or any successor entity whichshall have theretofore become such in the manner prescribed above) shall be discharged from allliability under the Indenture in respect of the notes and in respect of its Guarantee of the notes, andmay be dissolved and liquidated.

If the conditions described above are satisfied, we will not need to obtain the approval of theHolders in order to merge or consolidate or to sell our assets. We will not need to satisfy theseconditions if we enter into other types of transactions, including certain transactions in which weacquire the stock or assets of another entity, that involve a change of control of us but in which we donot merge or consolidate or in which we do not convey, transfer or lease all or substantially all of ourproperties and assets.

Issuance of Subsidiary Guarantees

The Company will not cause or permit any of its Restricted Subsidiaries, directly or indirectly, tobe obligated as a guarantor, other than as a result of any bank or other depositary institution’s right of

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set-off, of the obligation of the Company or any other Person under any Indebtedness in excess of$50.0 million in the aggregate unless such Restricted Subsidiary concurrently therewith:

(1) executes and delivers to the Trustee a supplemental indenture pursuant to which suchSubsidiary shall unconditionally guarantee all of the Company’s obligations under theoutstanding notes and the Indenture in respect of the notes on the terms set forth in theIndenture in respect of the notes for so long as such guaranteed Indebtedness exceeds$50.0 million in the aggregate; and

(2) delivers to the Trustee an opinion of counsel (which may contain customary exceptions) thatsuch supplemental indenture has been duly authorized, executed and delivered by suchSubsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor in respect of the notes for all purposesof the Indenture until such Guarantee is released in accordance with the provisions described under‘‘Guarantees’’ above. The Company may cause any other Subsidiary of the Company to issue aGuarantee and become a Guarantor in respect of the notes.

Legal Defeasance and Covenant Defeasance

The provisions for Legal Defeasance and Covenant Defeasance below will apply to the notes.

Legal Defeasance. The Company may, at its option and at any time, with respect to the notes andany corresponding Guarantees, elect to have its obligations and the obligations of any Guarantorsdischarged (‘‘Legal Defeasance’’), subject to satisfying certain conditions as described below under‘‘—Conditions to Legal Defeasance and Covenant Defeasance’’. Such Legal Defeasance means that theCompany and each Guarantor shall be deemed to have paid and discharged the entire indebtednessrepresented by the notes and any corresponding Guarantees, except for:

(1) the rights of Holders of the notes to receive, solely from the trust fund described below under‘‘—Conditions to Legal Defeasance and Covenant Defeasance’’, payments in respect of theprincipal of and any premium and interest on the notes when such payments are due;

(2) the Company’s obligations with respect to the notes concerning issuing temporary notes,registration of the notes, mutilated, destroyed, lost or stolen notes and the maintenance of anoffice or agency for payments and the Company’s obligations to hold or deposit money intrust for payments with respect to the notes;

(3) the rights, powers, trust, duties and immunities of the Trustee under the Indenture; and

(4) the Legal Defeasance provisions of the Indenture.

If we ever accomplished Legal Defeasance with respect to your notes, you would have to relysolely on the trust deposit for payments on your notes. You would not be able to look to us forpayment if there were any shortfall.

Covenant Defeasance. In addition, the Company may, at its option and at any time, with respectto the notes and any corresponding Guarantees, elect to have its and the Guarantors’ obligationsreleased with respect to certain covenants under the Indenture (‘‘Covenant Defeasance’’) and thereafterany omission or failure to comply, with such obligations shall not constitute a Default or Event ofDefault with respect to the notes, subject to satisfying certain conditions as described below under‘‘—Conditions to Legal Defeasance and Covenant Defeasance’’. In the event Covenant Defeasanceoccurs, certain events (not including nonpayment, bankruptcy, receivership, reorganization andinsolvency events) described under ‘‘—Default, Remedies and Waiver of Default’’ will no longerconstitute an Event of Default with respect to the notes.

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If we accomplish Covenant Defeasance with respect to your notes, we must still repay your notes ifthere is any shortfall in the trust deposit. You should note, however, that if one of the remaining eventsof default occurred, such as our bankruptcy, and your notes became immediately due and payable,there may be a shortfall. Depending on the event causing the default, you may not be able to obtainpayment of the shortfall.

Conditions to Legal Defeasance and Covenant Defeasance. In order to exercise Legal Defeasanceor Covenant Defeasance with respect to the notes:

(1) The Company must irrevocably deposit with the Trustee, in trust, for the benefit of theHolders of the notes, cash in U.S. dollars, non-callable U.S. government obligations, or acombination thereof, in such amounts as will be sufficient, in the opinion of a nationallyrecognized investment bank, appraisal firm or firm of independent public accountants selectedby the Company expressed in a written certification to the Trustee, to pay the principal of,premium, if any, and interest on the notes on the stated date of payment thereof or on theapplicable redemption date, if any, as the case may be; provided that the Trustee shall havereceived an irrevocable written order from the Company instructing the Trustee to apply suchcash or the proceeds of such obligations to said payments with respect to the notes;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinionof counsel reasonably acceptable to the Trustee confirming that (A) the Company has receivedfrom, or there has been published by, the Internal Revenue Service a ruling or (B) since therelevant Issue Date, there has been a change in the applicable federal income tax law, ineither case to the effect that, and based thereon such opinion of counsel shall confirm that,the Holders of the notes will not recognize income, gain or loss for federal income taxpurposes as a result of such Legal Defeasance and will be subject to federal income tax on thesame amounts, in the same manner and at the same times as would have been the case if suchLegal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee anopinion of counsel to the Trustee confirming that the Holders of the notes will not recognizeincome, gain or loss for federal income tax purposes as a result of such deposit, CovenantDefeasance and discharge and will be subject to federal income tax on the same amounts, inthe same manner and at the same times as would have been the case if such CovenantDefeasance had not occurred;

(4) the Company shall have delivered to the Trustee an officers’ certificate to the effect that thenotes, if then listed on any securities exchange, will not be delisted as a result of such deposit;

(5) no Default in respect of the notes or Event of Default in respect of the notes shall haveoccurred and be continuing on the date of such deposit or insofar as Events of Default frombankruptcy or insolvency events are concerned, at any time in the period ending on the91st day after the date of such deposit (other than a Default in respect of the notes or Eventof Default in respect of the notes resulting from the incurrence of Indebtedness all or aportion of the proceeds of which will be used to defease the notes concurrently with suchincurrence);

(6) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have aconflicting interest within the meaning of the Trust Indenture Act (assuming all notes are indefault within the meaning of the Trust Indenture Act);

(7) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of orconstitute a default under the Indenture in respect of the notes or any other materialagreement or instrument to which the Company or any of its Subsidiaries is a party or bywhich the Company or any of its Subsidiaries is bound;

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(8) the Company shall have delivered to the Trustee an officers’ certificate stating that the depositwas not made by the Company with the intent of preferring the Holders of the notes over anyother creditors of the Company or with the intent of defeating, hindering, delaying ordefrauding any other creditors of the Company or others;

(9) such Legal Defeasance or Covenant Defeasance shall not result in the trust arising from suchdeposit constituting an investment company within the meaning of the Investment CompanyAct unless such trust shall be registered under the Investment Company Act or exempt fromregistration thereunder;

(10) the Company shall have delivered to the Trustee an officers’ certificate and an opinion ofcounsel, each stating that all conditions precedent (other than, in the case of such legalopinion, paragraph (6) above as to which such counsel need express no opinion) provided foror relating to such Legal Defeasance or the Covenant Defeasance have been complied with;and

(11) the Company shall have delivered to the Trustee an opinion of counsel to the effect that afterthe 91st day following the deposit and assuming that no Holder of the notes is an ‘‘insider’’with respect to the Company, as that term is defined in Section 101 of title 11, United StatesBankruptcy Code (the ‘‘Bankruptcy Code’’), the cash or securities deposited in trust will not besubject to avoidance and repayment under Sections 547 and 550 of the Bankruptcy Code.

Payments for Consent

The Company will not, and will not cause or permit any Subsidiary to, directly or indirectly, pay orcause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for oras an inducement to any consent, waiver or amendment of any of the terms or provisions of theIndenture applicable to the notes or any Guarantees unless such consideration is offered to be paid toall Holders who so consent, waive or agree to amend in the time frame set forth in solicitationdocuments relating to such consent, waiver or amendment.

Reports to Holders

The Company will deliver to the Trustee, within 15 days after it is required to file them with theCommission, copies of: (A) annual reports on Form 10-K (or any successor or comparable form)containing the information required to be contained therein (or required in such successor orcomparable form); (B) reports on Form 10-Q (or any successor or comparable form) containing theinformation required to be contained therein (or required in such successor or comparable form);(C) reports on Form 8-K (or any successor or comparable form) containing the information required tobe contained therein (or required in such successor or comparable form); and (D) any otherinformation, documents or other reports which the Company would be required to file with theCommission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, if the Company isnot obligated to file the information, documents and reports described in clauses (A), (B), (C) or(D) of this sentence with the Commission, or if the Commission does not permit such filing, theCompany shall make available such information, documents and reports to prospective purchasers ofthe notes, in addition to providing such information to the Trustee and the Holders, in each case within30 days after the time the Company would have been required to file such information with theCommission, if it were subject to Section 13 or 15(d) of the Exchange Act. The Company shall bedeemed to have furnished such information, documents or reports to the Trustee, the Holders and/orprospective purchasers of the notes, if the Company has filed such information, documents or reportswith the Commission via the EDGAR filing system (or any successor system) and/or posted suchinformation, documents or reports on the Company’s website and such information, documents orreports are publicly available. The Company has also agreed that, for so long as any notes remain

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outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, orotherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b)under the Exchange Act, it will furnish to the holders of the notes and to prospective investors, upontheir request, the information required to be delivered pursuant to Rule 144A(d)(4) under theSecurities Act. Delivery of reports, information and documents to the Trustee is for informationalpurposes only and its receipt of such reports shall not constitute constructive notice of any informationcontained therein or determinable from information contained therein, including our compliance withany of our covenants under the Indenture or the notes (as to which the Trustee is entitled to relyexclusively on officers’ certificates). The Trustee shall not be obligated to monitor or confirm, on acontinuing basis or otherwise, our compliance with the covenants or with respect to any reports orother documents filed with the Commission or any website under the Indenture.

The Company will transmit by mail to all Holders of the notes, as the names and addresses of suchHolders appear upon the register, within 30 days after the filing thereof with the Trustee, thesummaries of information, documents and reports required to be filed by the Company, if any,pursuant to the Indenture as may be required by rules and regulations prescribed from time to time bythe Commission.

Compliance with Parent Support Agreement

The Company (i) will observe and perform in all material respects all of its covenants oragreements contained in the Parent Support Agreement, (ii) will use commercially reasonable efforts tocause CNHI to observe and perform in all material respects all covenants or agreements of CNHIcontained in the Parent Support Agreement and (iii) will not waive compliance under, amend in anymaterial respect or terminate the Parent Support Agreement; provided, however, that the ParentSupport Agreement may, in accordance with the terms thereof, be modified, amended or terminated, atCNHI’s election, upon 30 days prior written notice to the Company and to Moody’s and S&P if(a) such modification, amendment or termination would not result in a downgrade of the Company’srated indebtedness by Moody’s or S&P; (b) the modification, amendment or notice of terminationprovides that the Parent Support Agreement will continue in effect with respect to the Company’s ratedindebtedness outstanding on the effective date of the modification, amendment or termination; or(c) there is no long-term rated indebtedness of the Company outstanding.

Default, Remedies and Waiver of Default

You will have special rights if an event of default (an ‘‘Event of Default’’) with respect to the notesoccurs and is continuing, as described in this subsection.

An Event of Default with respect to the notes means any of the following:

(1) the failure to pay interest on any notes when the same becomes due and payable and suchdefault continues for a period of 30 days;

(2) the failure to pay the principal of any notes, when such principal becomes due and payable, atmaturity, upon redemption or otherwise (including the failure to make a payment to purchasenotes tendered pursuant to a Change of Control Offer in respect of the notes);

(3) a default in the performance, or breach, of any term or provision of those covenantscontained in the Indenture that are described above under clause (iii) of ‘‘—Compliance withParent Support Agreement’’;

(4) a default in the observance or performance of any other covenant or agreement contained inthe Indenture in respect of the notes which default continues for a period of 30 days after theCompany receives written notice specifying the default from the Trustee or the Holders of atleast 25% of the outstanding principal amount of the notes with a copy to the Trustee (except

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in the case of a default with respect to the covenant described under ‘‘—Mergers and SimilarTransactions,’’ which will constitute an Event of Default in respect of the notes with suchnotice requirement but without such passage of time requirement);

(5) a default under any Indebtedness of the Company, any Restricted Subsidiary of the Companyor any Guarantor in respect of the notes that, in the case of any such Restricted Subsidiary orGuarantor, is a Significant Subsidiary or any group of Restricted Subsidiaries of the Companyand/or Guarantors that, together would constitute a Significant Subsidiary (or the payment ofwhich is guaranteed by the Company or any such Restricted Subsidiary of the Company orGuarantor or group of Restricted Subsidiaries of the Company and/or any Guarantors),whether such Indebtedness now exists or is created after the Issue Date, which default (A) iscaused by a failure to pay principal of such Indebtedness after any applicable grace periodprovided in such Indebtedness on the date of such default (a ‘‘payment default’’) or (B) resultsin the acceleration of such Indebtedness prior to its express maturity and, in each case, theprincipal amount of any such Indebtedness, together with the principal amount of any othersuch Indebtedness under which there has been a payment default or the maturity of which hasbeen so accelerated, aggregates to an amount in excess of $75.0 million;

(6) one or more judgments in an aggregate amount in excess of $75.0 million not covered byadequate insurance shall have been rendered against the Company, any Restricted Subsidiaryof the Company or Guarantor that, in the case of any such Restricted Subsidiary or Guarantoris a Significant Subsidiary or group of Restricted Subsidiaries of the Company and/orGuarantors that, together, would constitute a Significant Subsidiary and such judgmentsremain undischarged, unpaid or unstayed for a period of 60 days after such judgment orjudgments become final and nonappealable;

(7) certain events of bankruptcy, insolvency or similar events as set forth in the Indentureaffecting the Company or any Restricted Subsidiary or Guarantor that, in the case of any suchRestricted Subsidiary or Guarantor, is a Significant Subsidiary or group of RestrictedSubsidiaries of the Company and/or Guarantors that, together, would constitute a SignificantSubsidiary; or

(8) any Guarantee of any Guarantor ceases to be in full force and effect or any such Guarantee isdeclared to be null and void and unenforceable or any such Guarantee is found to be invalidor any such Guarantor denies its liability under its Guarantee (other than by reason of releaseof such Guarantor in accordance with the terms of the Indenture).

Certain Remedies If an Event of Default Occurs.

If an Event of Default (other than an Event of Default specified in clause (7) above) shall occurand be continuing with respect to the notes, the Trustee or the Holders of at least 25% in principalamount of outstanding notes may declare the principal of, premium, if any, and accrued interest on allthe outstanding notes to be due and payable by notice in writing to the Company and (if given by theHolders of the notes) the Trustee specifying the respective Events of Default and that it is a ‘‘notice ofacceleration,’’ and the same shall become immediately due and payable. If an Event of Defaultspecified in clause (7) above occurs and is continuing with respect to the notes, then all unpaidprincipal of, premium, if any, and accrued and unpaid interest on all of the outstanding notes shallautomatically become and be immediately due and payable without any declaration or other act on thepart of the Trustee or any Holder.

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The Indenture provides that, at any time after a declaration of acceleration with respect to thenotes as described in the preceding paragraph, the Holders of a majority in principal amount of thethen outstanding notes may rescind and annul such acceleration if:

(1) the rescission would not conflict with any judgment or decree;

(2) all existing Events of Default with respect to the notes, other than nonpayment of principal orinterest that has become due solely because of the acceleration, have been cured or waived;

(3) to the extent the payment of such interest is lawful, interest on overdue installments ofinterest and overdue principal on the notes, which has become due otherwise than by suchdeclaration of acceleration, has been paid;

(4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trusteefor its expenses, disbursements and advances; and

(5) in the event of the cure or waiver of an Event of Default of the type described in clause (7)of the description above of Events of Default for the notes, the Trustee shall have received anofficers’ certificate and an opinion of counsel that such Event of Default has been cured orwaived.

No such rescission shall affect any subsequent Default or Event of Default or impair any rightconsequent thereto.

Under the Indenture, the Company is required to provide an officers’ certificate to the Trustee,within 120 days after the end of each fiscal year, stating whether or not to the best knowledge of suchofficers the Company is in default in the performance and observance of any of the terms, provisionsand conditions of the Indenture (without regard to any period of grace or requirement of noticeprovided thereunder) and, if the Company is in default, specifying all such defaults and the nature andstatus thereof of which they may have knowledge. If an Event of Default occurs and is continuing andhas not been waived, the Trustee will have special duties. In that situation, the Trustee will be obligatedto use those of its rights and powers under the Indenture, and to use the same degree of care and skillin so doing, that a prudent person would exercise or use under the circumstances in conducting his orher own affairs.

Except as described in the prior paragraph, the Trustee will not be required to take any actionunder the Indenture at the request of any Holders unless the Holders offer the Trustee protectionsatisfactory to it from expenses and liability. This is called an indemnity. If the Trustee is provided withan indemnity satisfactory to it, the Holders of a majority in principal amount of all outstanding notesmay, subject to all provisions of the Indenture and applicable law and certain other conditions, directthe time, method and place of conducting any proceeding for any remedy available to the Trustee orexercising any trust or power conferred on the Trustee with respect to the notes.

Under the Indenture, the Company shall deliver to the Trustee, within five Business Days of itsbecoming aware of any Default or Event of Default with respect to the notes, an officers’ certificatespecifying such Default or Event of Default and what action the Company is taking or proposes to takewith respect thereto.

Before any Holder is permitted to bypass the Trustee and bring a lawsuit or other formal legalaction or take other steps to enforce its rights or protect its interests relating to any notes, all of thefollowing must occur:

(1) such Holder has previously given written notice to the Trustee of a continuing Event ofDefault with respect to the notes;

(2) the Holders of not less than 25% in principal amount of all outstanding notes must make awritten request to the Trustee that the Trustee institute proceedings in respect of such Event

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of Default in its own name as Trustee under the Indenture and such Holders must offer to thetrustee security or indemnity reasonably satisfactory to the Trustee against the cost and otherliabilities to be incurred in compliance with such request;

(3) the Trustee must not have taken action for 60 days after the above steps have been taken; and

(4) no direction inconsistent with such written request has been given to the Trustee during such60-day period by the Holders of a majority in principal amount of the outstanding notes.

You will be entitled at any time, however, to bring a lawsuit for the payment of money due onyour notes on or after its due date.

Waiver of Default. The Holders of a majority in principal amount of the notes may waive adefault for all notes. If this happens, the default will be treated as if it has not occurred. No one canwaive a payment default on a note or a covenant or provision of the Indenture that cannot be modifiedor amended without the consent of the Holder of each outstanding notes, however, without theapproval of the particular Holder of that note.

You should consult your bank or broker for information on how to give notice or direction to or makea request of the Trustee and how to declare or cancel an acceleration of the maturity. See also the sectionentitled ‘‘Legal Ownership and Book-Entry Issuance’’ in the accompanying prospectus.

Changes of the Indenture Requiring Each Holder’s Approval

There are certain changes that will not be permitted without the approval of each Holder of anote affected by the change under the Indenture. Here is a list of those types of changes:

(1) reduce the percentage in principal amount of outstanding notes whose Holders must consentto an amendment or waiver or consent to take any action under the Indenture or the notes;

(2) reduce the rate of or change or have the effect of changing the time for payment of interest,including defaulted interest, on the notes;

(3) reduce the principal of or change or have the effect of changing the fixed maturity of thenotes, or change the date on which any notes may be subject to redemption or repurchase, orreduce the redemption or repurchase price therefor;

(4) make any note payable in a currency other than that stated in the note;

(5) make any change in provisions of the Indenture protecting the right of each Holder to receivepayment of principal of, premium, if any, and interest on the notes on or after the stated duedate thereof or to bring suit to enforce such payment, or permitting Holders of a majority inprincipal amount of the then outstanding notes to waive Defaults or Events of Default withrespect to the notes;

(6) change or modify in any material respect the obligation of the Company to make andconsummate a Change of Control Offer after the occurrence of a Change of ControlTriggering Event or, after such Change of Control Triggering Event has occurred, modify anyof the provisions or definitions with respect thereto;

(7) modify or change any provision of the Indenture or the related definitions affecting theranking of the notes or any Guarantee of the notes in a manner which adversely affects theHolders of the notes; or

(8) release any Guarantor of the notes from any of its obligations in respect of the notes under itsGuarantee or the Indenture for the notes otherwise than in accordance with the terms of theIndenture.

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Changes of the Indenture Not Requiring Approval by Holders

Other types of changes will not require any approval by Holders of the notes. These changesinclude modifications or amendments for the following purposes:

(1) to cure any ambiguity, defect or inconsistency; provided that such amendment or supplementdoes not, in the opinion of the Company, adversely affect the rights of any Holder of thenotes in any material respect;

(2) to comply with the covenants described in ‘‘—Mergers and Similar Transactions’’;

(3) to comply with any requirements of the Commission in order to effect or maintain thequalification of the Indenture under the TIA;

(4) to make any change that would provide any additional benefit or rights to the Holders;

(5) to add to the covenants of the Company or a Guarantor for the benefit of the Holders of thenotes, or to surrender any right or power herein conferred upon the Company or anyGuarantor for the notes;

(6) to secure the notes pursuant to the requirements of ‘‘—Limitations on Secured Indebtedness’’above, or otherwise;

(7) to reflect the release of a Guarantor from its obligations with respect to its Guarantee for thenotes pursuant to the provisions of the Indenture relating to the release of a Guarantor;

(8) to add a Guarantor with respect to the notes;

(9) to make any other change that in the opinion of the Company does not materially andadversely affect the rights of any Holder of the notes under the Indenture;

(10) to add to, change or eliminate any of the provisions of the Indenture in respect of debtsecurities issuable under the Indenture, provided that any such addition, change or eliminationmay not, if the notes were created prior to the execution of such supplemental indenture,(i) apply to the notes if the notes were entitled to the benefit of such provision nor (ii) modifythe rights of a Holder of the notes with respect to such provision;

(11) to evidence and provide for the acceptance of appointment under the Indenture by asuccessor Trustee with respect to the debt securities issuable under the Indenture and to addto or change any of the provisions of the Indenture as shall be necessary to provide for orfacilitate the administration of the trusts thereunder by more than one Trustee, pursuant tothe requirements of the Indenture; or

(12) to establish the form or terms of debt securities issuable under the Indenture as permitted bythe Indenture.

Changes of the Indenture Requiring Majority Approval

Any other change to the Indenture and the debt securities issued under the Indenture, includingthe notes, will require the following approval:

(1) If the change affects only the debt securities of a particular series, it must be approved by theHolders of a majority in principal amount of the outstanding debt securities of that series.

(2) If the change affects the debt securities of more than one series of debt securities issuedunder the Indenture, it must be approved by the Holders of a majority in principal amount ofeach series of outstanding debt securities affected by the change.

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The same majority approval of the Holders of a series of debt securities would be required for usto obtain a waiver of any of our covenants in the Indenture with respect to such series. Our covenantsinclude the promises we make about mergers and similar transactions, which we describe above under‘‘—Mergers and Similar Transactions.’’ If the requisite Holders approve a waiver of a covenant, we willnot have to comply with it. The Holders, however, will not be permitted to approve a waiver of anyprovision in a particular debt security, or in the Indenture as it affects that debt security, that wecannot change without the approval of the Holder of that debt security as described above under‘‘—Changes of the Indenture Requiring Each Holder’s Approval.’’

You should consult their banks or brokers for information on how approval may be granted or denied ifwe seek to change the Indenture or any notes or request a waiver.

Satisfaction and Discharge

Upon the Company’s request, the Indenture will be discharged and will cease to be of furthereffect (except as to surviving rights of registration of transfer or exchange of all debt securities issuedunder the Indenture, as expressly provided for in the Indenture) as to all outstanding debt securitieswhen:

(1) either (a) all the debt securities theretofore authenticated and delivered (except lost, stolen ordestroyed debt securities which have been replaced or paid and debt securities for whosepayment money has theretofore been deposited in trust or segregated and held in trust by theCompany and thereafter repaid to the Company or discharged from such trust) have beendelivered to the Trustee for cancellation or (b) all such debt securities not theretoforedelivered to the Trustee for cancellation (i) have become due and payable, (ii) will becomedue and payable at their stated maturity within one year or (iii) if redeemable at the option ofthe Company, are to be called for redemption within one year under arrangements satisfactoryto the Trustee for the giving of notice of redemption by the Trustee in the name, and at theexpense, of the Company, and the Company, in the case of (i), (ii) and (iii) above, hasdeposited or caused to be deposited with the Trustee funds in an amount sufficient to pay anddischarge the entire indebtedness on such debt securities not theretofore delivered to theTrustee for cancellation, for principal and any premium and interest on the debt securities tothe date of deposit;

(2) the Company and/or any Guarantors have paid all other sums payable by the Company underthe Indenture; and

(3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counselstating that all conditions precedent under the Indenture relating to the satisfaction anddischarge of the Indenture have been complied with.

Governing Law; Waiver of Trial by Jury; Consent to Jurisdiction

The Indenture provides that it is, and the notes and any Guarantees will be, governed by, andconstrued in accordance with, the laws of the State of New York as applied to contracts made andperformed within the State of New York (including, without limitation, Section 5-1401 of the New YorkGeneral Obligations Law or any successor statute). The Indenture provides that we, any Guarantorsand the Trustee, and each Holder of a note by its acceptance thereof, irrevocably waives, to the fullestextent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising outof, relating to, or based on the Indenture, the notes or any Guarantees or any transaction contemplatedthereby.

The Indenture also provides that any legal suit, action or proceeding arising out of or based uponthe Indenture or the transactions contemplated thereby may be instituted in the federal courts of the

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United States of America or the courts of the State of New York, in each case located in the City ofNew York, and each party to the Indenture irrevocably submits to the non-exclusive jurisdiction of suchcourts in any such suit, action or proceeding.

The Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trusteewill perform only such duties as are specifically set forth in the Indenture. During the existence of anEvent of Default that has not been cured or waived, the Trustee will exercise such rights and powersvested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudentperson would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of theTrustee, should it become a creditor of the Company, to obtain payments of claims in certain cases orto realize on certain property received in respect of any such claim as security or otherwise. Subject tothe TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trusteeacquires any conflicting interest as described in the TIA it must eliminate such conflict or resign to theextent and in the manner provided by, and subject to the provisions of, the TIA.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference ismade to the Indenture for the full definition of all such terms, as well as any other terms used hereinfor which no definition is provided.

‘‘Affiliate’’ means with respect to any specified Person, any other Person who directly or indirectlythrough one or more intermediaries controls, or is controlled by or is under common control with, suchspecified Person. The term ‘‘control’’ means the possession, directly or indirectly, of the power to director cause the direction of the management and policies of a Person, whether through the ownership ofvoting securities, by contract or otherwise; and the terms ‘‘controlling’’ and ‘‘controlled’’ have meaningscorrelative to the foregoing.

‘‘Applicable Treasury Rate’’ for any Redemption Date, means the yield to maturity at the time ofcomputation of United States Treasury securities with a constant maturity (as compiled and publishedin the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available atleast two Business Days prior to the Make-Whole Redemption Date of such note (or, if such StatisticalRelease is no longer published, any publicly available source of similar market data)) most nearly equalto the period from the Make-Whole Redemption Date to April 5, 2022; provided, however, that if theperiod from the Make-Whole Redemption Date to April 5, 2022 is not equal to the constant maturityof a United States Treasury security for which a weekly average yield is given, the Applicable TreasuryRate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from theweekly average yields of United States Treasury securities for which such yields are given except that ifthe period from the Make-Whole Redemption Date to April 5, 2022 is less than one year, the weeklyaverage yield on actually traded United States Treasury securities adjusted to a constant maturity ofone year shall be used.

‘‘Attributable Debt’’ means, as to any particular lease under which either the Company or anyRestricted Subsidiary is at the time liable as lessee for a term of more than 12 months and at any dateas of which the amount thereof is to be determined, the total net obligations of the lessee for rentalpayments during the remaining term of the lease (excluding any period for which such lease has beenextended or may, at the option of the lessor, be extended) discounted from the respective due datesthereof to such determination date at a rate per annum equivalent to the greater of (a) the weighted-average Yield to Maturity of the notes and (b) the interest rate inherent in such lease (as determinedin good faith by the Company), both to be compounded semi-annually. The net total obligations of the

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lessee for rental payments under any such lease for any such period shall be the aggregate amount ofthe rent payable by the lessee with respect to such period after excluding amounts required to be paidon account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similarcharges and contingent rents (such as those based on sales or monetary inflation). If any lease isterminable by the lessee upon the payment of a penalty and under the terms of the lease thetermination right is not exercisable until after the determination date and the amount of such penaltydiscounted to the determination date as provided above is less than the net amount of rentals payableafter the time as of which such termination could occur (the ‘‘termination time’’) discounted to thedetermination date as provided above, then such discounted penalty amount shall be used instead ofsuch discounted amount of net rentals payable after the termination time in calculating the AttributableDebt for such lease. If any lease is terminable by the lessee upon the payment of a penalty and suchtermination right is exercisable on the determination date and the amount of the net rentals payableunder such lease after the determination date discounted to the determination date as provided aboveis greater than the amount of such penalty, the ‘‘Attributable Debt’’ for such lease as of suchdetermination date shall be equal to the amount of such penalty.

‘‘Business Day’’, when used with respect to any place of payment, means each Monday, Tuesday,Wednesday, Thursday and Friday which is not a day on which the Trustee or banking institutions inthat place of payment are authorized or obligated by law or executive order to close.

‘‘Capital Lease Obligations’’ of either the Company or any Restricted Subsidiary means theobligations of such Person under a lease that are required to be classified and accounted for as capitallease obligations under GAAP and, for purposes of this definition, the amount of such obligations atany date shall be the capitalized amount of such obligations at such date determined in accordancewith generally accepted accounting principles.

‘‘Capital Stock’’ means

(1) with respect to any Person that is a corporation, any and all shares of corporate stock of suchPerson;

(2) with respect to any Person that is an association or business entity, any and all shares,interests, participations, rights or other equivalents (however designated and whether or notvoting) of corporate stock of such Person;

(3) with respect to any Person that is a partnership or limited liability company, any and allpartnership or membership interests (whether general or limited) of such Person; and

(4) with respect to any other Person, any other interest or participation that confers on a Personthe right to receive a share of the profits, losses of, or distributions of assets of, the issuingPerson.

‘‘Change of Control’’ means the occurrence of one or more of the following events:

(1) any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a‘‘Group’’), other than one or more Permitted Holders, becomes the beneficial owner (asdefined under Rule 13d-3 or any successor rule or regulation promulgated under theExchange Act, except that a Person will be deemed to have ‘‘beneficial ownership’’ of allsecurities that such Person has the right to acquire, whether such right is exercisableimmediately or only after the passage of time) of more than 50% of the total voting power ofthe Company’s Capital Stock;

(2) there is consummated any sale, lease, exchange or other transfer (in one transaction or aseries of related transactions) of all or substantially all of the assets of the Company and itsSubsidiaries taken as a whole to any Person or Group, together with any Affiliates thereof(whether or not otherwise in compliance with the provisions of the Indenture), other than any

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transfer to (x) the Company or one or more Subsidiaries of the Company or (y) any Person ofwhich more than 50% of the voting power of such Person’s Capital Stock is owned directly orindirectly by one or more Permitted Holders;

(3) there is consummated any consolidation or merger of the Company in which the Company isnot the continuing or surviving Person or pursuant to which the Capital Stock of the Companywould be converted into cash, securities or other property, other than a merger orconsolidation of the Company (x) in which the holders of the Capital Stock of the Companyoutstanding immediately prior to the consolidation or merger hold, directly or indirectly, atleast a majority of the Capital Stock of the surviving corporation immediately after suchconsolidation or merger or (y) with any Person of which more than 50% of the voting powerof such Person’s Capital Stock is owned directly or indirectly by one or more PermittedHolders;

(4) the approval by the holders of Capital Stock of the Company of any plan or proposal for theliquidation or dissolution of the Company (whether or not otherwise in compliance with theprovisions of the Indenture);

(5) during any period of two consecutive years, individuals who at the beginning of such periodconstituted the Governing Body of the Company (together with any new directors ormanagers whose election by such Governing Body or whose nomination for election by theequity-holders of the Company was approved either (x) pursuant to a vote of a majority of thedirectors or managers then still in office who were either directors or managers at thebeginning of such period or whose election or nomination for election was previously soapproved or (y) by the Permitted Holders) cease for any reason to constitute a majority of theGoverning Body of the Company then in office; or

(6) the first day on which CNHI (including, for the avoidance of doubt, its successors in interest,whether by merger, consolidation, sale of assets or otherwise) fails to own, either directly orindirectly, through one or more Subsidiaries, more than 50% of the total voting power of theCompany’s Capital Stock.

‘‘Change of Control Triggering Event’’, with respect to the notes, means both (i) a Change ofControl shall have occurred and (ii) either (x) the notes shall not have Investment Grade Status at thetime of the occurrence of such Change of Control and shall not have obtained Investment Grade Statuswithin 30 days after public notice of the occurrence of such Change of Control or (y) the notes shallhave Investment Grade Status at the time of the occurrence of such Change of Control but a RatingDecline shall have occurred and, after giving effect to such Rating Decline, the notes shall cease tohave Investment Grade Status.

‘‘CNHI’’ means CNH Industrial N.V., a public limited liability company organized under the lawsof the Kingdom of The Netherlands, and, for the avoidance of doubt, its successors in interest (whetherby merger, consolidation, sale of assets or otherwise).

‘‘Commission’’ means the Securities and Exchange Commission, as from time to time constituted,or if at any time after the execution of the Indenture such Commission is not existing and performingthe applicable duties now assigned to it, then the body or bodies performing such duties at such time.

‘‘Consolidated Net Tangible Assets’’ means, at any date, the total assets (net of applicable reserves)appearing on the most recent consolidated balance sheet of the Company and its RestrictedSubsidiaries (excluding assets of any Securitization Subsidiaries, as reflected in the table relating toconsolidated variable interest entities accompanying such balance sheet) at the end of the fiscal quarterof the Company ending not more than 135 days prior to such date, prepared in accordance withgenerally accepted accounting principles, after deducting therefrom (a) all current liabilities (due withinone year) of the Company and such Restricted Subsidiaries reflected on such balance sheet (excluding

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current liabilities of any Securitization Subsidiaries, as reflected in the table relating to consolidatedvariable interest entities accompanying such balance sheet) and (b) all Intangible Assets and relatedliabilities of the Company and such Restricted Subsidiaries reflected on such balance sheet (excludingIntangible Assets and related liabilities of any Securitization Subsidiaries, as reflected in the tablerelating to consolidated variable interest entities accompanying such balance sheet).

‘‘Default’’ means an event or condition the occurrence of which is, or with the lapse of time or thegiving of notice or both with respect to which, would be, an Event of Default.

‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended, or any successor statuteor statutes thereto, and the rules and regulations of the Commission promulgated thereunder.

‘‘GAAP’’ or ‘‘generally accepted accounting principles’’ means, with respect to any computationrequired or permitted hereunder for the notes, such accounting principles as are generally accepted inthe United States of America as in effect on the Issue Date for the notes.

‘‘Governing Body’’ means, as to any Person, the board of directors, board of managers or othergoverning body of such Person or any duly authorized committee thereof.

‘‘Guarantee’’ has the meaning set forth under ‘‘—Guarantees.’’

‘‘Guarantor’’, with respect to the notes, means each of CNH Industrial Capital America LLC andNew Holland Credit Company, LLC and each Person that becomes a Guarantor of the notes pursuantto the provisions of the Indenture governing the addition of Guarantors, in each case until theGuarantee of such Person has been released in accordance with the provisions of the Indenture.

‘‘Hedging Transaction’’ means any transaction to hedge interest rate, currency, commodity and/orequity risks and exposures, including a rate swap transaction, swap option, basis swap, forward ratetransaction, commodity swap, commodity option, equity or equity index swap, equity or equity indexoption, bond option, interest rate option, foreign exchange transaction, cap transaction, floortransaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currencyoption, credit protection transaction, credit swap, credit default swap, credit default option, total returnoption, credit spread transaction, repurchase transaction, reverse repurchase transaction, securitylending transaction, buy/sell-back transaction, agreement for the purchase, sale or transfer of anycommodity or any other commodity trading transaction or any other similar transaction (including anyoption with respect to any of these transactions) or any combination of these transactions or anytransactions similar to the transactions described above.

‘‘Holder’’ means any registered holder, from time to time, of any notes.

‘‘Indebtedness’’ means, at any date, without duplication, (i) all obligations for borrowed money ofthe Company or a Restricted Subsidiary of the Company or any other indebtedness of the Company ora Restricted Subsidiary of the Company, evidenced by bonds, debentures, notes or other similarinstruments, maturing more than 12 months after the time of computation thereof, (ii) guarantees ofany such obligations or indebtedness or of dividends of others (except guarantees in connection withthe sale or discount of accounts receivable, trade acceptances and other commercial paper arising inthe ordinary course of business), (iii) in the case of any Restricted Subsidiary all Preferred Stock ofsuch Restricted Subsidiary and (iv) all Capital Lease Obligations; provided, however, that in each suchcase, obligations and other indebtedness of the Company or a Restricted Subsidiary of the Companyincurred as a part of a Securitization Transaction shall not constitute Indebtedness.

‘‘Intangible Assets’’ means, at any date, the value (net of any applicable reserves), as shown on orreflected in the most recent consolidated balance sheet of the Company and its Restricted Subsidiariesas at the end of the fiscal quarter of the Company ending not more than 135 days prior to such date,prepared in accordance with generally accepted accounting principles, of: (i) all trade names,trademarks, licenses, patents, copyrights, service marks, goodwill and other like intangibles;

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(ii) organizational and development costs; (iii) deferred charges (other than prepaid items such asinsurance, taxes, interest, commissions, rents, deferred interest waiver, compensation and similar itemsand tangible assets being amortized); and (iv) unamortized debt discount and expense, less unamortizedpremium.

‘‘Investment Grade Rating’’ means a rating equal to or higher than Baa3 (or the equivalent) byMoody’s and BBB� (or the equivalent) by S&P or an equivalent rating by any Successor RatingAgency.

‘‘Investment Grade Status’’, in respect of the notes, means that the notes shall have an InvestmentGrade Rating from both Rating Agencies, provided that no Default or Event of Default has occurredand is continuing.

‘‘Issue Date’’ means April 10, 2017, the date of initial issuance of the notes.

‘‘Lien’’ means, with respect to any asset or property, any mortgage, lien, pledge, charge, securityinterest or encumbrance of any kind in respect of such asset or property, whether or not filed, recordedor otherwise perfected under applicable law (including any conditional sale or other title retentionagreement or lease in the nature thereof); provided, that in no event shall an operating lease bedeemed to constitute a Lien.

‘‘Make-Whole Premium’’ means, as to each note, an amount equal to the greater of (i) 1.0% ofthe principal amount of such note and (ii) the excess of (x) the present value of the sum of theprincipal amount and premium, if any, that would be payable on such note on April 5, 2022 and allremaining interest payments to and including April 5, 2022 (but excluding any interest accrued to theMake-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consistingof twelve 30-day months) from April 5, 2022 to the Make-Whole Redemption Date at a per-annuminterest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%,over (y) the outstanding principal amount of such note.

‘‘Make-Whole Redemption Date’’ with respect to a Make-Whole Redemption, means the date suchMake-Whole Redemption is effected.

‘‘Moody’s’’ means Moody’s Investors Service, Inc., or any successor thereto.

‘‘Parent’’ means, with respect to any Person, any other Person of which such Person is a direct orindirect Subsidiary.

‘‘Parent Support Agreement’’ means the Support Agreement, dated November 4, 2011, betweenCNH Capital LLC and CNH Global N.V., relating to certain financial support provided by CNHGlobal N.V. to CNH Capital LLC, as supplemented by that certain Supplemental Support Agreement,dated September 27, 2013, by and among CNH Industrial Capital LLC, CNH Global N.V. and CNHIndustrial N.V.

‘‘Permitted Holders’’ means each of:

(a) CNHI;

(b) any Person that is a Subsidiary of CNHI for so long as such Person continues to be aSubsidiary of CNHI; and

(c) any Parent of CNHI (provided that in the case of this clause (c), at all times, the Companyshall also be a direct or indirect Subsidiary of CNHI).

For purposes of this definition, ‘‘CNHI’’ includes, for the avoidance of doubt, its successors ininterest, whether by merger, consolidation, sale of assets or otherwise.

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‘‘Person’’ means an individual, partnership, corporation, limited liability company, unincorporatedorganization, trust, joint venture or government or any agency or political subdivision thereof.

‘‘Preferred Stock’’ of any Person means any Capital Stock of such Person that has preferentialrights to any other Capital Stock of such Person with respect to dividends or redemptions or uponliquidation.

‘‘Rating Agencies’’ mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor RatingAgency (as defined below) shall cease to be in the business of providing rating services for debtsecurities generally, the Company shall be entitled to replace any such Rating Agency or SuccessorRating Agency, as the case may be, which has ceased to be in the business of providing rating servicesfor debt securities generally with a security rating agency which is in the business of providing ratingservices for debt securities generally and which is nationally recognized in the United States (suchrating agency, a ‘‘Successor Rating Agency’’).

‘‘Rating Decline’’ shall be deemed to occur if, within 60 days after public notice of the occurrenceof a Change of Control (which period shall be extended to up to 180 days after public notice of theoccurrence of a Change of Control so long as the rating of the notes is under publicly announcedconsideration for possible downgrade as a result of the occurrence of such Change of Control by eitherof the Rating Agencies), the rating of the notes by either Rating Agency shall be decreased.

‘‘Receivables’’ means any right of payment from or on behalf of any obligor, whether constitutingan account, chattel paper, instrument, general intangible or otherwise, arising from the financing by theCompany or any Subsidiary of the Company of property or services, and monies due thereunder,security interests in the property and services financed thereby and any and all other related rights.

‘‘Restricted Subsidiary’’, in respect of the notes, means any Subsidiary of the Company that is notan Unrestricted Subsidiary in respect of the notes. As of the Issue Date, each of the followingSubsidiaries of the Company will be a Restricted Subsidiary: CNH Industrial Capital America, CNHIndustrial Capital Canada and New Holland Credit.

‘‘S&P’’ means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or anysuccessor thereto.

‘‘Secured Indebtedness’’ means Indebtedness which is secured by any Lien on, any asset orproperty (whether owned on the Issue Date in respect of the notes or thereafter acquired or created)of the Company or of a Restricted Subsidiary.

‘‘Securities Act’’ means the Securities Act of 1933, as amended, or any successor statute or statutesthereto, and the rules and regulations of the Commission promulgated thereunder.

‘‘Securitization Subsidiary’’, means a Subsidiary of the Company (a) which is formed for thepurpose of effecting one or more Securitization Transactions and engaging in other activities reasonablyrelated thereto and (b) as to which no portion of the indebtedness or any other obligations of which(i) is guaranteed by the Company or any Restricted Subsidiary in respect of the notes, or (ii) subjectsany property or assets of the Company or any Restricted Subsidiary in respect of the notes, directly orindirectly, contingently or otherwise, to any Lien, other than pursuant to representations, warrantiesand covenants (including those related to servicing) entered into in the ordinary course of business inconnection with a Securitization Transaction and affiliate notes and other forms of capital or creditsupport relating to the transfer or sale of Receivables or asset-backed securities to such SecuritizationSubsidiary and customarily necessary or desirable in connection with such transactions.

‘‘Securitization Transaction’’ means any transaction or series of transactions that have been or maybe entered into by the Company or any of its Subsidiaries in connection with or reasonably related to atransaction or series of transactions in which the Company or any of its Subsidiaries may sell, convey orotherwise transfer to (i) a Securitization Subsidiary or (ii) any other Person, or may grant a security

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interest in, any Receivables or asset-backed securities or interest therein (whether such Receivables orsecurities are then existing or arising in the future) of the Company or any of its Subsidiaries, and anyassets related thereto, including, without limitation, all security interests in the property or servicesfinanced thereby, the proceeds of such Receivables or asset-backed securities and any other assetswhich are sold or in respect of which security interests are granted in connection with securitizationtransactions involving such assets.

‘‘Significant Subsidiary’’ means, with respect to any Person, any Subsidiary of such Person thatsatisfies the criteria for a ‘‘significant subsidiary’’ set forth in Rule 1-02(w) of Regulation S-X under theSecurities Act, as such Regulation is in effect on the Issue Date.

‘‘Subsidiary,’’ with respect to any Person, means:

(1) any corporation of which the outstanding Capital Stock having at least a majority of the votesentitled to be cast in the election of directors or managers under ordinary circumstances shallat the time be owned, directly or indirectly, by such Person; or

(2) any other Person of which at least a majority of the voting interest under ordinarycircumstances is at the time, directly or indirectly, owned by such Person.

‘‘Unrestricted Subsidiary’’ means:

(1) any Subsidiary of the Company that at the time of determination shall be designated anUnrestricted Subsidiary by the Governing Body of the Company in the manner providedbelow;

(2) any Subsidiary of an Unrestricted Subsidiary in respect of the notes; and

(3) any successor by merger or consolidation of an Unrestricted Subsidiary in respect of the notesunless such merger or consolidation is with a Restricted Subsidiary;

provided that, each Subsidiary of the Company in existence on the Issue Date, other than CNHIndustrial Capital America, CNH Industrial Capital Canada and New Holland Credit, shall beconsidered an Unrestricted Subsidiary.

The Governing Body of the Company may designate any Subsidiary of the Company (including anynewly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary orany of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any propertyof, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary tobe so designated; provided, however, that the Subsidiary to be so designated has total assets of $1,000 orless.

The Governing Body of the Company may designate any Unrestricted Subsidiary to be aRestricted Subsidiary; provided, however, that immediately after giving effect to such designation, nodefault shall have occurred and be continuing. Any such designation by the Governing Body shall beevidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the GoverningBody giving effect to such designation and an officers’ certificate certifying that such designationcomplied with the foregoing provisions.

‘‘Yield to Maturity’’ means the yield to maturity, calculated at the time of issuance of the notescalculated in accordance with generally accepted financial practice.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

This section describes the material United States federal income tax consequences of owning thenotes we are offering. It applies to you only if you acquire notes in the offering at the offering priceand you hold your notes as capital assets for tax purposes. This section does not apply to you if you area member of a class of holders subject to special rules, such as:

• a dealer in securities,

• a trader in securities that elects to use a mark-to-market method of accounting for yoursecurities holdings,

• a bank,

• a life insurance company,

• a tax-exempt organization,

• a person that owns notes that are a hedge or that are hedged against interest rate risks,

• a person that purchases or sells notes as part of a wash sale for tax purposes,

• a person that owns notes as part of a straddle or conversion transaction for tax purposes, or

• a United States holder (as defined below) whose functional currency for tax purposes is not theU.S. dollar.

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history,existing and proposed regulations under the Internal Revenue Code, published rulings and courtdecisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

If a partnership (or other entity treated as a partnership for United States federal income taxpurposes) holds the notes, the United States federal income tax treatment of a partner will generallydepend on the status of the partner and the tax treatment of the partnership. A partner in apartnership holding the notes should consult its tax advisor with regard to the United States federalincome tax treatment of an investment in the notes.

Please consult your own tax advisor concerning the consequences of owning these notes in yourparticular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

Tax Treatment of Contingent Payments

As described elsewhere in this prospectus supplement, the amount and timing of payments on thenotes are subject to certain contingencies. See ‘‘Description of the Notes—Repurchase at the Option ofHolders Upon a Change of Control Triggering Event.’’ These contingencies may implicate theprovisions of the Treasury regulations relating to contingent payment debt instruments. Under theseregulations, however, a contingency will not cause a debt instrument to be treated as a contingentpayment debt instrument if, as of the issue date, such contingency is ‘‘remote.’’ We believe thecontingencies described herein to be remote. Accordingly, we intend to take the position that suchcontingencies should not cause the notes to be treated as contingent payment debt instruments. Youmay not take a contrary position unless you disclose such contrary position in the proper manner to theInternal Revenue Service (the ‘‘IRS’’). You should consult your own tax advisors with respect to thecontingencies described herein. If the IRS takes the position that such contingencies were not remoteas of the date of issuance, the amount and timing of interest income includable in your income mayhave to be redetermined and you may be required to treat as ordinary income, rather than capital gain,any gain recognized on a sale, exchange, retirement or redemption of a note. The remainder of thisdiscussion assumes that the notes will not be treated as contingent payment debt instruments.

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United States Holders

This subsection describes the tax consequences to a United States holder. You are a United Statesholder if you are a beneficial owner of a note and you are:

• a citizen or resident of the United States,

• a domestic corporation (or other entity treated as a domestic corporation for United Statesfederal income tax purposes),

• an estate whose income is subject to United States federal income tax regardless of its source, or

• a trust (1) if a United States court can exercise primary supervision over the trust’sadministration and one or more United States persons are authorized to control all substantialdecisions of the trust or (2) that has validly elected to be treated as a United States person forUnited States federal income tax purposes.

If you are not a United States holder, this subsection does not apply to you and you should referto ‘‘Non-U.S. Holders’’ below.

Payments of Interest. You will be taxed on interest on your note as ordinary income at the timeyou receive the interest or when it accrues, depending on your method of accounting for tax purposes.

Sale and Retirement of the Notes. Your tax basis in your note generally will be its cost. You willgenerally recognize capital gain or loss on the sale or retirement of your note equal to the differencebetween the amount you realize on the sale or retirement, excluding any amounts attributable toaccrued but unpaid interest (which will be treated as interest payments), and your tax basis in yournote. Capital gain of a noncorporate United States holder is generally taxed at preferential rates wherethe property is held for more than one year. The deductibility of capital losses is subject to limitations.

Medicare Tax. A United States holder that is an individual or estate, or a trust that does not fallinto a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of(1) the United States holder’s ‘‘net investment income’’ (or ‘‘undistributed net investment income’’ inthe case of an estate or trust) for the relevant taxable year and (2) the excess of the United Statesholder’s modified adjusted gross income (or adjusted gross income in the case of an estate or trust) forthe taxable year over a certain threshold (which in the case of individuals will be between $125,000 and$250,000, depending on the individual’s circumstances). A holder’s net investment income generallyincludes its interest income and its net gains from the disposition of notes, unless such interest incomeor net gains are derived in the ordinary course of the conduct of a trade or business (other than atrade or business that consists of certain passive or trading activities). If you are a United States holderthat is an individual, estate or trust, you are urged to consult your tax advisors regarding theapplicability of the Medicare tax to your income and gains in respect of your investment in the notes.

Non-U.S. Holders

This subsection describes the tax consequences to a non-U.S. holder. You are a non-U.S. holder ifyou are a beneficial owner of a note and you are, for United States federal income tax purposes:

• a nonresident alien individual,

• a foreign corporation, or

• an estate or trust that in either case is not subject to United States federal income tax on a netincome basis on income or gain from a note.

If you are a United States holder, this subsection does not apply to you.

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Payments of Interest. Under United States federal income tax law, and subject to the discussion ofbackup withholding and FATCA withholding below, if you are a non-U.S. holder of a note, interest ona note paid to you is exempt from United States federal income tax, including withholding tax, if:

• the interest is not effectively connected with your conduct of a trade or business in the UnitedStates,

• you do not actually or constructively own 10% or more of the voting power of the tax obligorunder the notes (which is currently CNH Industrial America LLC),

• you are not a controlled foreign corporation that is related to the tax obligor through stockownership, and

• either:

• you certify in a statement provided to us or our paying agent, under penalties of perjury,that you are not a United States person and provide your name and address (whichcertification may be made on an applicable IRS Form W-8 or an acceptable substituteform),

• a securities clearing organization, bank or other financial institution that holds customers’securities in the ordinary course of its trade or business and holds the notes on your behalfcertifies to us or our paying agent under penalties of perjury that it, or the financialinstitution between it and you, has received from you a statement, under penalties ofperjury, that you are not a U.S. person and provides us or our paying agent with a copy ofsuch statement, or

• you hold your notes through a ‘‘qualified intermediary’’ and certain conditions are satisfied.

Even if the above conditions are not met, you may be entitled to a reduction in or an exemptionfrom withholding tax on interest under a tax treaty between the United States and your country ofresidence. To claim such a reduction or exemption, you generally must complete the applicable IRSForm W-8 or an acceptable substitute form and claim this reduction or exemption on the form. In somecases, you instead may be permitted to provide documentary evidence of your claim to the intermediary,or a qualified intermediary already may have some or all of the necessary evidence in its files.

The certification requirements described above may require you to provide your taxpayeridentification number in order to claim the benefit of an income tax treaty or for other reasons. Specialcertification requirements apply to intermediaries. You should consult your tax advisors regarding thecertification requirements discussed above.

Sale, Retirement and Other Disposition of the Notes. If you are a non-U.S. holder of a note, yougenerally will not be subject to United States federal income tax on gain realized on the sale, exchangeor retirement of a note unless:

• the gain is effectively connected with your conduct of a trade or business in the United States(and, if required by an applicable income tax treaty, you maintain a permanent establishment inthe United States to which such gain is attributable), or

• you are an individual, you are present in the United States for 183 or more days during thetaxable year in which the gain is realized and certain other conditions exist.

U.S. Trade or Business. If interest or gain from a disposition of the notes is effectively connectedwith your conduct of a trade or business in the United States (and, if required by an applicable incometax treaty, you maintain a permanent establishment in the United States to which such gain isattributable), you generally will be subject to U.S. federal income tax on the interest or gain on a netincome basis in the same manner as if you were a United States holder (unless an applicable income

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tax treaty provides otherwise). Effectively connected interest income will not be subject to the UnitedStates federal withholding tax of 30% described above (assuming the appropriate certification, generallya completed IRS Form W-8ECI, is provided). A foreign corporation that is a holder of a note also maybe subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for thetaxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicableincome tax treaty. For this purpose, interest on a note or gain recognized on the disposition of a notewill be included in earnings and profits if the interest or gain is effectively connected with the conductby the foreign corporation of a trade or business in the United States.

Backup Withholding and Information Reporting

In general, if you are a noncorporate United States holder, we and other payors are required toreport to the IRS all payments of principal, any premium and interest on your note. In addition, weand other payors are required to report to the IRS any payment of proceeds of the sale of your notebefore maturity within the United States. Additionally, backup withholding would apply to anypayments if you fail to provide an accurate taxpayer identification number, or you are notified by theIRS that you have failed to report all interest and dividends required to be shown on your federalincome tax returns.

In general, if you are a non-U.S. holder, we and other payors are required to report payments ofinterest on your notes on IRS Form 1042-S. Payments of principal or interest made by us and otherpayors to you would otherwise not be subject to information reporting and backup withholding,provided that the certification requirements described above under ‘‘—Non-U.S. Holders’’ are satisfiedor you otherwise establish an exemption. In addition, payment of the proceeds from the sale of noteseffected at a United States office of a broker will not be subject to backup withholding and informationreporting if (i) the payor or broker does not have actual knowledge or reason to know that you are aUnited States person and (ii) you have furnished to the payor or broker an appropriate IRS Form W-8,an acceptable substitute form or other documentation upon which it may rely to treat the payment asmade to a non-United States person.

In general, payment of the proceeds from the sale of notes effected at a foreign office of a brokerwill not be subject to information reporting or backup withholding. However, a sale effected at aforeign office of a broker could be subject to information reporting in the same manner as a salewithin the United States (and in certain cases may be subject to backup withholding as well) if (i) thebroker has certain connections to the United States, (ii) the proceeds or confirmation are sent to theUnited States or (iii) the sale has certain other specified connections with the United States. Inaddition, certain foreign brokers may be required to report the amount of gross proceeds from the saleor other disposition of notes under FATCA if you are, or are presumed to be, a United States person.

You generally may obtain a refund of any amounts withheld under the backup withholding rulesthat exceed your income tax liability by filing a refund claim with the IRS.

FATCA Withholding

Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account TaxCompliance Act (‘‘FATCA’’), a 30% withholding tax (‘‘FATCA withholding’’) may be imposed oncertain payments to you or to certain foreign financial institutions, investment funds and other non-USpersons receiving payments on your behalf if you or such persons fail to comply with certaininformation reporting requirements. Such payments will include U.S.-source interest and the grossproceeds from the sale or other disposition of notes that can produce U.S.-source interest. Payments ofinterest that you receive in respect of the notes could be affected by this withholding if you are subjectto the FATCA information reporting requirements and fail to comply with them or if you hold notesthrough a non-U.S. person (e.g., a foreign bank or broker) that fails to comply with these requirements(even if payments to you would not otherwise have been subject to FATCA withholding). Payments ofgross proceeds from a sale or other disposition of notes could also be subject to FATCA withholdingunless such disposition occurs before January 1, 2019. You should consult your own tax advisorsregarding the relevant U.S. law and other official guidance on FATCA withholding.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp. and Goldman,Sachs & Co. are acting as the representatives of the underwriters and joint book-running managers forthis offering, and MUFG Securities Americas Inc. and UniCredit Capital Markets LLC are acting asjoint book-running managers for this offering. Under the terms of an underwriting agreement betweenus, the guarantors and the underwriters, each of the underwriters named below has severally agreed topurchase from us the principal amount of the notes set forth opposite their names below:

Principal AmountUnderwriters of Notes

Merrill Lynch, Pierce, Fenner & SmithIncorporated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $125,000,000

BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,000,000Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125,000,000MUFG Securities Americas Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 62,500,000UniCredit Capital Markets LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,500,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500,000,000

Commissions and Expenses

The underwriters will purchase the notes at the discount from the offering price indicated on thecover of this prospectus supplement and propose initially to offer and sell the notes at the offeringprice set forth on the front of this prospectus supplement, less a concession not to exceed 0.400% ofthe principal amount of the notes. The underwriters may allow, and dealers may re-allow, a concessionnot to exceed 0.250% of the principal amount of the notes on sales to other dealers. After the initialoffering of the notes, the offering price at which the notes are being offered may be changed at anytime without notice.

The following table shows the underwriting discount that we will pay to the underwriters inconnection with this offering, expressed as a percentage of the principal amount of the notes and intotal:

Per Note Total

Underwriting discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.700% $3,500,000

We estimate that our share of the total expenses of the offering, excluding the underwritingdiscount, will be approximately $975,000.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities underthe Securities Act, and to contribute to payments that the underwriters may be required to make inrespect of those liabilities.

New Issue of Notes

The notes are a new issue of securities with no established trading market. The underwriters haveadvised us that they intend to make a market in the notes, as permitted by applicable laws andregulations; however, the underwriters are not obligated to do so and they may discontinue theirmarket-making activities at any time without notice. Accordingly, an active public trading market forthe notes may not develop, and the market price and liquidity of the notes may be adversely affected.

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Stabilization and Short Positions

In connection with this offering, the underwriters may engage in certain transactions that stabilize,maintain or otherwise affect the price of the notes. Specifically, the underwriters may overallot inconnection with the offering of the notes, creating a syndicate short position. In addition, theunderwriters may bid for and purchase notes in the open market to cover syndicate short positions orto stabilize the price of the notes. Any of these activities may stabilize or maintain the market price ofthe notes above what it would be in the absence of such activities. The underwriters are not required toengage in any of these activities, and they may end any of them at any time. We and the underwritersmake no representation as to the direction or magnitude of any effect that the transactions describedabove may have on the price of the notes. In addition, we and the underwriters make no representationthat anyone will engage in such transactions or that such transactions, once commenced, will not bediscontinued without notice.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged invarious activities, which may include securities trading, commercial and investment banking, financialadvisory, investment management, investment research, principal investment, hedging, financing andbrokerage activities. The underwriters and certain of their affiliates have, from time to time, performed,and may in the future perform, various commercial and investment banking and financial advisoryservices for the issuer and its affiliates, for which they received or may in the future receive customaryfees and expenses.

In the ordinary course of their various business activities, the underwriters and certain of theiraffiliates may make or hold a broad array of investments and actively trade debt and equity securities(or related derivative securities) and financial instruments (including bank loans) for their own accountand for the accounts of their customers, and such investment and securities activities may involvesecurities and/or instruments of the issuer or its affiliates. In addition, certain of the underwriters ortheir affiliates have lending relationships with us under our unsecured credit facilities or with certain ofour affiliates (including CNH Industrial) and have participated in certain of our ABS offerings. Forexample, affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas SecuritiesCorp., Goldman, Sachs & Co., MUFG Securities Americas Inc. and UniCredit Capital Markets LLCare lenders under certain of our, or our affiliates’, credit facilities. If the underwriters or their affiliateshave a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, andcertain other of those underwriters or their affiliates may hedge, their credit exposure to us consistentwith their customary risk management policies. Typically, the underwriters and their affiliates wouldhedge such exposure by entering into transactions which consist of either the purchase of credit defaultswaps or the creation of short positions in our securities or the securities of our affiliates, includingpotentially the notes offered hereby. Any such credit default swaps or short positions could adverselyaffect future trading prices of the notes offered hereby. The underwriters and certain of their affiliatesmay also communicate independent investment recommendations, market color or trading ideas and/orpublish or express independent research views in respect of such securities or instruments and may atany time hold, or recommend to clients that they acquire, long and/or short positions in such securitiesand instruments.

Selling Restrictions

This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from,anyone in any country or jurisdiction (i) in which such an offer or solicitation is not authorized, (ii) inwhich any person making such offer or solicitation is not qualified to do so or (iii) in which any suchoffer or solicitation would otherwise be unlawful. No action has been taken that would, or is intendedto, permit a public offer of the notes or possession or distribution of this prospectus or any other

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offering or publicity material relating to the notes in any country or jurisdiction (other than the UnitedStates) where any such action for that purpose is required. Accordingly, each underwriter hasundertaken that it will not, directly or indirectly, offer or sell any notes or have in its possession,distribute or publish any prospectus, form of application, advertisement or other document orinformation in any country or jurisdiction except under circumstances that will, to the best of itsknowledge and belief, result in compliance with any applicable laws and regulations and all offers andsales of notes by it will be made on the same terms.

European Economic Area

In relation to each Member State of the European Economic Area (each, a ‘‘Relevant MemberState’’), each underwriter has represented and agreed that with effect from and including the date onwhich the Prospectus Directive (as defined below) is implemented in that Relevant Member State it hasnot made and will not make an offer of Notes which are the subject of the offering contemplated bythis prospectus supplement to the public in that Relevant Member State other than:

• to any legal entity which is a qualified investor as defined under the Prospectus Directive;

• to fewer than 150 natural or legal persons (other than qualified investors as defined in theProspectus Directive), subject to obtaining the prior consent of the relevant dealer or dealersnominated by us for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided thatno such offer of Notes shall require us or any underwriter to publish a prospectus pursuant toArticle 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of Notes’’ in relation to any Notes inany Relevant Member State means the communication in any form and by any means of sufficientinformation on the terms of the offer and the Notes to be offered so as to enable an investor to decideto purchase or subscribe the Notes, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State, and the expression ‘‘ProspectusDirective’’ means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includesany relevant implementing measure in the Relevant Member State.

United Kingdom

In addition, each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the Financial Services and Markets Act 2000 (‘‘FSMA’’)) received by it inconnection with the issue or sale of the Notes in circumstances in which Section 21(1) of theFSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respectto anything done by it in relation to the Notes in, from or otherwise involving the UnitedKingdom.

Notice to Residents of Canada

The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principalthat are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions orsubsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in NationalInstrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any

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resale of the notes must be made in accordance with an exemption from, or in a transaction not subjectto, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser withremedies for rescission or damages if this prospectus supplement (including any amendment thereto)contains a misrepresentation, provided that the remedies for rescission or damages are exercised by thepurchaser within the time limit prescribed by the securities legislation of the purchaser’s province orterritory. The purchaser should refer to any applicable provisions of the securities legislation of thepurchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of anon-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts(NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105regarding underwriter conflicts of interest in connection with this offering.

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VALIDITY OF THE NOTES AND GUARANTEES

The validity of the notes and guarantees offered by this prospectus supplement and theaccompanying prospectus will be passed upon for us by Sullivan & Cromwell LLP, Palo Alto,California, and for the underwriters by Latham & Watkins LLP, Chicago, Illinois.

EXPERTS

The consolidated financial statements of CNH Industrial Capital LLC and subsidiaries appearingin CNH Industrial Capital LLC’s Annual Report on Form 10-K for the year ended December 31, 2016have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forthin their report thereon, included therein, and incorporated herein by reference. Such consolidatedfinancial statements are incorporated herein by reference in reliance upon such report given on theauthority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows CNH Industrial Capital LLC to ‘‘incorporate by reference’’ the information CNHIndustrial Capital LLC files with the SEC (other than information that is deemed ‘‘furnished’’ to theSEC), which means that CNH Industrial Capital LLC can disclose important information to you byreferring to those documents, and later information that CNH Industrial Capital LLC files with theSEC will automatically update and supersede that information as well as the information contained inthis prospectus supplement and the accompanying prospectus. CNH Industrial Capital LLCincorporates by reference the documents listed below (File No. 000-55510):

(1) Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 3, 2017.

(2) Current Report on Form 8-K filed on April 5, 2017.

(3) Registration Statement on Form 8-A filed on September 11, 2015.

All documents subsequently filed by CNH Industrial Capital LLC with the SEC pursuant toSection 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information in these documents orfilings that is deemed ‘‘furnished’’ to the SEC) after the date of this prospectus supplement and priorto the termination of the offering contemplated in this prospectus supplement, shall be incorporated byreference in this prospectus supplement and be a part hereof from the date of filing of suchdocuments. CNH Industrial Capital LLC will provide without charge to each person, including anybeneficial owner, to whom this prospectus supplement is delivered, upon his or her written or oralrequest, a copy of any or all of the reports or documents referred to above that have been incorporatedby reference into this prospectus supplement excluding exhibits to those documents unless they arespecifically incorporated by reference into those documents. You can request those documents fromCNH Industrial Capital LLC, 5729 Washington Avenue, Racine, WI 53406, Attention: General Counsel,Telephone (262) 636-6011.

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25APR201410504883

PROSPECTUS

CNH Industrial Capital LLCCNH Industrial Capital America LLC

New Holland Credit Company, LLCDebt Securities

Debt Securities Guarantees

CNH Industrial Capital LLC may offer and sell debt securities from time to time in amounts, atprices and on terms that will be determined at the time of the applicable offering. Such debt securitiesmay be guaranteed to the extent specified in the accompanying prospectus supplement by one or moreguarantors.

This prospectus describes some of the general terms that may apply to these securities and thegeneral manner in which they may be offered. Each time we sell securities pursuant to this prospectus,we will provide a supplement to this prospectus that contains specific information about the offeringand the specific terms of the securities offered. The prospectus supplement may also add to, update orchange information contained in this prospectus. In addition, we may supplement, update or changeany of the information contained in this prospectus by incorporating information by reference in thisprospectus.

You should read this prospectus, the supplements to this prospectus and any incorporateddocuments carefully before you invest in any of the debt securities. This prospectus is not an offer tosell these securities and it is not soliciting an offer to buy these securities in any state or otherjurisdiction where the offer or sale is not permitted.

CNH Industrial Capital LLC may offer and sell these securities through one or more underwriters,dealers and agents, or directly to purchasers, on an immediate, continuous or delayed basis. Theaccompanying prospectus supplement will set forth information regarding the underwriters, dealers oragents involved in the sale of the debt securities for which this prospectus is being delivered. See ‘‘Planof Distribution’’ for possible indemnification arrangements for underwriters, agents and theircontrolling persons.

Investing in the debt securities involves certain risks. See ‘‘Risk Factors’’ referred to onpage 1 and the information incorporated by reference in this prospectus and theaccompanying prospectus supplement for a discussion of the factors you should carefullyconsider before deciding to purchase these securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATESECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIESOR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is September 11, 2015.

TABLE OF CONTENTS

Page

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION . . . . . 1WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2ABOUT CNH INDUSTRIAL CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . 37EMPLOYEE RETIREMENT INCOME SECURITY ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40VALIDITY OF THE DEBT SECURITIES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . 40EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Unless otherwise indicated or the context otherwise requires, as used in this prospectus, (1) theterms ‘‘CNH Industrial Capital,’’ ‘‘the Company,’’ ‘‘we’’ and ‘‘our’’ refer to CNH Industrial Capital LLCand its consolidated subsidiaries, (2) the term ‘‘CNHI’’ refers to CNH Industrial N.V. (excluding itsconsolidated subsidiaries), (3) the term ‘‘CNH Industrial’’ refers to CNHI and its consolidatedsubsidiaries and (4) the term ‘‘CNH Global’’ refers to, prior to its merger with and into CNHI onSeptember 29, 2013, CNH Global N.V., the former indirect parent of CNH Industrial Capital LLC.

This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission, which we refer to as the SEC, utilizing a ‘‘shelf’’ registration process. Under this shelfregistration process, we may from time to time sell the securities described in this prospectus in one ormore offerings.

This prospectus provides you with a general description of the securities we may offer. Each timewe sell securities, we will provide one or more prospectus supplements that will contain specificinformation about the terms of the offering. The prospectus supplement may also add, update orchange information contained in this prospectus. You should read both this prospectus and theaccompanying prospectus supplement together with the additional information described under theheading ‘‘Where You Can Find More Information’’ beginning on page 2 of this prospectus.

CNH Industrial Capital is responsible only for the information contained in this prospectus, anyprospectus supplement, any related free writing prospectus issued or authorized by CNH IndustrialCapital and the documents incorporated by reference in this prospectus or any prospectus supplement.CNH Industrial Capital has not authorized anyone to provide you with any other information, andCNH Industrial Capital takes no responsibility for any other information that others may give you.CNH Industrial Capital LLC is offering to sell the securities only under the circumstances and injurisdictions where offers and sales are permitted. The information contained in this prospectus, anyprospectus supplement and in the documents incorporated herein or therein by reference is accurateonly as of the date of those respective documents, regardless of the time of delivery of thosedocuments or any sale of the securities. Our business, financial condition, results of operations andprospects may have changed since the date of those respective documents.

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RISK FACTORSInvesting in the securities to be offered by this prospectus and any applicable prospectus

supplement involves risk. Before investing in any securities offered hereby, you should considercarefully each of the risk factors set forth in the applicable prospectus supplement and any applicablefree writing prospectus, if any, and the documents incorporated by reference herein and therein (see‘‘Where You Can Find More Information’’ in this prospectus below). Each of the risks described inthese documents could materially and adversely affect our business, financial condition, results ofoperations and prospects, and could result in a partial or complete loss of your investment. Additionalrisks not currently known to us or that we currently deem immaterial may also have a material adverseeffect on us.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONAll statements other than statements of historical fact contained in this prospectus, including

statements regarding our competitive strengths; business strategy; future financial position or operatingresults; budgets; projections with respect to revenue, income, capital expenditures, capital structure orother financial items; costs; and plans and objectives of management regarding operations, productsand services, are forward-looking statements. These statements may include terminology such as ‘‘may,’’‘‘will,’’ ‘‘expect,’’ ‘‘could,’’ ‘‘should,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘believe,’’ ‘‘outlook,’’‘‘continue,’’ ‘‘remain,’’ ‘‘on track,’’ ‘‘design,’’ ‘‘target,’’ ‘‘objective,’’ ‘‘goal,’’ ‘‘forecast,’’ ‘‘projection,’’‘‘prospects,’’ ‘‘plan,’’ or similar terminology. Forward-looking statements are not guarantees of futureperformance. Rather, they are based on current views and assumptions and involve known andunknown risks, uncertainties and other factors, many of which are outside our control and are difficultto predict. If any of these risks and uncertainties materialize or other assumptions underlying any ofthe forward-looking statements prove to be incorrect, the actual results or developments may differmaterially from any future results or developments expressed or implied by the forward-lookingstatements.

Our outlook is predominantly based on our interpretation of what we consider to be key economicassumptions and involves risk and uncertainties that could cause actual results to differ (possiblymaterially) from such forward-looking statements. Macroeconomic factors including monetary policy,interest rates, currency exchange rates, inflation, deflation, credit availability and governmentintervention in an attempt to influence such factors may have a material impact on our customers andthe demand for our financing products and services. The demand for the products of CNH IndustrialNorth America (defined herein) and, in turn, our financing products and services is influenced by anumber of factors, including among other things: general economic conditions; changes in governmentalbanking, monetary and fiscal policies; legislation, particularly relating to capital goods-related issuessuch as agriculture, the environment, debt relief and subsidy program policies, trade and commerce andinfrastructure development; government policies on international trade and investment, includingsanctions, import quotas, capital controls and tariffs; actions of competitors; development and use ofnew technologies and technological difficulties; compliance requirements imposed if additional engineemissions legislation and/or regulations are adopted; production difficulties, including capacity andsupply constraints and excess inventory levels; labor relations; interest rates and currency exchangerates; inflation and deflation; energy prices; housing starts and other construction activity; our ability toobtain financing or to refinance existing debt; restrictive covenants in our debt agreements; actions byrating agencies concerning the ratings on our debt and asset-backed securities and the credit rating ofCNHI; a decline in the price of used equipment; the effect of changes in laws and regulations, theresults of legal proceeding, employee relations, political and civil unrest; volatility and deterioration ofcapital and financial markets, including further worsening of the Eurozone sovereign debt crisis, othersimilar risks and uncertainties and our success, and CNH Industrial’s success, in managing the risksinvolved in the foregoing.

Forward-looking statements speak only as of the date on which such statements are made.Furthermore, in light of ongoing economic uncertainty, both globally and in the industries in which

we operate, it is particularly difficult to forecast our results and any estimates or forecasts of particularperiods that

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we provide are uncertain. Accordingly, investors should not place undue reliance on such forward-looking statements. We can give no assurance that the expectations reflected in our forward-lookingstatements will prove to be correct. Our actual results could differ materially from those anticipated inthese forward-looking statements. Our outlook is based upon assumptions, which are sometimes basedupon estimates and data received from third parties. Such estimates and data are often revised. Allwritten and oral forward-looking statements attributable to us are expressly qualified in their entirety bythe factors we disclose that could cause our actual results to differ materially from our expectations.We undertake no obligation to update or revise publicly any forward-looking statements.

WHERE YOU CAN FIND MORE INFORMATION

CNH Industrial Capital LLC is subject to the informational requirements of the SecuritiesExchange Act of 1934, as amended (the ‘‘Exchange Act’’), and files with the SEC annual reports onForm 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and other information.You may read and copy any document CNH Industrial Capital LLC files at the SEC’s Public ReferenceRoom in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are alsoavailable to the public from the SEC’s web site at http://www.sec.gov.

CNH Industrial Capital LLC has filed with the SEC a registration statement on Form F-3 relatingto the securities. This prospectus is part of the registration statement and does not contain all theinformation in the registration statement. Whenever a reference is made in this prospectus to acontract or other document, please be aware that the reference is not necessarily complete and thatyou should refer to the exhibits that are part of the registration statement for a copy of the contract orother document. You may review a copy of the registration statement at the SEC’s public referenceroom in Washington, D.C., as well as through the SEC’s internet site referred to above.

The SEC allows CNH Industrial Capital LLC to ‘‘incorporate by reference’’ the information CNHIndustrial Capital LLC files with the SEC (other than information that is deemed ‘‘furnished’’ to theSEC), which means that CNH Industrial Capital LLC can disclose important information to you byreferring to those documents, and later information that CNH Industrial Capital LLC files with theSEC will automatically update and supersede that information as well as the information contained inthis prospectus. CNH Industrial Capital LLC incorporates by reference the documents listed below:

(1) Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 5, 2015(File No. 333-182411).

(2) Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2015 filed onMay 7, 2015 and for the quarterly period ended June 30, 2015 filed on August 3, 2015 (FileNo. 333-182411).

(3) Current Reports on Form 8-K filed on June 23, 2015, June 24, 2015 and June 26, 2015 (FileNo. 333-182411).

(4) Registration Statement on Form 8-A filed on September 11, 2015 (File No. 000-55510).

All documents subsequently filed by CNH Industrial Capital LLC with the SEC pursuant toSection 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information in these documents orfilings that is deemed ‘‘furnished’’ to the SEC) after the date of this prospectus and prior to thetermination of the offering contemplated in this prospectus shall be incorporated by reference in thisprospectus and be a part hereof from the date of filing of such documents. CNH IndustrialCapital LLC will provide without charge to each person, including any beneficial owner, to whom thisprospectus is delivered, upon his or her written or oral request, a copy of any or all of the reports ordocuments referred to above that have been incorporated by reference into this prospectus excludingexhibits to those documents unless they are specifically incorporated by reference into those documents.You can request those documents from CNH Industrial Capital LLC, 5729 Washington Avenue, Racine,WI 53406, Attention: General Counsel, Telephone (262) 636-6011.

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ABOUT CNH INDUSTRIAL CAPITAL

CNH Industrial Capital LLC, a Delaware limited liability company, is an indirect wholly ownedsubsidiary of CNHI and is headquartered in Racine, Wisconsin. As a captive finance company, ourprimary business is to underwrite and manage financing products for end-use customers and dealers ofCNH Industrial America LLC (‘‘CNH Industrial America’’) and CNH Industrial Canada Ltd.(collectively, ‘‘CNH Industrial North America’’) and provide other related financial products andservices to support the sale of agricultural and construction equipment manufactured by CNHIndustrial North America. We also provide wholesale and retail financing related to new and usedagricultural and construction equipment manufactured by entities other than CNH Industrial NorthAmerica. The primary operating subsidiaries of CNH Industrial Capital LLC include CNH IndustrialCapital America LLC (‘‘CNH Industrial Capital America’’), New Holland Credit Company, LLC (‘‘NewHolland Credit’’) and CNH Industrial Capital Canada Ltd. (‘‘CNH Industrial Capital Canada’’). CNHIndustrial Capital America is the primary financing and business entity of CNH Industrial Capital forthe United States that enters into retail and wholesale financing arrangements with end-use customersand equipment dealers, and CNH Industrial Capital Canada performs the same functions in Canada,while New Holland Credit acts as the servicer for retail and wholesale receivables originated by CNHIndustrial Capital America. CNH Industrial Capital’s principal executive offices are located at5729 Washington Avenue, Racine, WI 53406, and the telephone number is (262) 636-6011.

USE OF PROCEEDS

Unless otherwise indicated in any prospectus supplement, CNH Industrial Capital intends to addthe net proceeds from the sale of any securities to its general funds and to use them for workingcapital and other general corporate purposes, including, among other things, the purchase ofreceivables or other assets. The net proceeds may also be applied to repay our indebtedness as itbecomes due.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical ratio of our earnings to fixed charges for the periodsindicated. For the purpose of calculating these ratios, earnings are defined as the sum of (i) incomebefore income taxes, (ii) fixed charges and (iii) amortization of capitalized interest, less (i) interestcapitalized and (ii) noncontrolling interest in pretax income of subsidiaries that have not incurred fixedcharges. Fixed charges consist of (i) interest expense, including amortization of premiums, discountsand capitalized expenses related to indebtedness, (ii) interest capitalized and (iii) an estimate of theinterest component of rental expense.

For the SixMonths Ended For the Year Ended December 31,June 30,

2015 2014 2013 2012 2011 2010

Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . 2.17 2.35 2.56 2.30 2.19 1.79

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DESCRIPTION OF DEBT SECURITIES

Please note that in this section entitled ‘‘Description of Debt Securities,’’ references to ‘‘Holders’’ meanthose who own debt securities registered in their own names on the books that we or the trustee maintainfor this purpose, and not those who own beneficial interests in debt securities registered in street name or indebt securities issued in book-entry form through one or more depositaries. Owners of beneficial interests inthe debt securities should also read the section entitled ‘‘Legal Ownership and Book-Entry Issuance.’’

The following description summarizes the material provisions of the indenture and the debtsecurities to be issued under the indenture, respectively, as well as of the Parent Support Agreement(as defined below). This description is not complete and is subject to, and is qualified in its entirety byreference to, the indenture under which the debt securities are issued, the Parent Support Agreementand the Trust Indenture Act of 1939, as amended (the ‘‘TIA’’). You should read the Indenture (definedbelow) and the Parent Support Agreement carefully for provisions that may be important to you.

The specific terms of any series of debt securities will be described in the applicable prospectussupplement, and may differ from the general description of the terms presented below. The indenturehas been filed as an exhibit to our SEC registration statement relating to this prospectus. References toour indenture in this section mean the indenture filed as an exhibit to the registration statement ofwhich this prospectus forms a part, dated as of September 11, 2015 (the ‘‘Indenture’’), by and amongthe Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, astrustee (the ‘‘Trustee’’).

The definitions of most of the capitalized terms used in the following summaries are set forthbelow under ‘‘—Certain Definitions.’’ For purposes of this section, references to the Company referonly to CNH Industrial Capital LLC and not its Subsidiaries.

General

The debt securities will be issued under the Indenture described below (filed as an exhibit to theregistration statement of which this prospectus forms a part), as it may be supplemented or amendedfrom time to time, and will rank equally with all of our other senior unsecured and unsubordinateddebt. Except as otherwise described in the applicable prospectus supplement, the debt securities willnot be secured by any property or assets of ours or any of our subsidiaries. Thus, by owning a debtsecurity, you will be an unsecured creditor of CNH Industrial Capital.

The Indenture

The debt securities will be governed by a document called an indenture. The Indenture is acontract between us and the Trustee. The Trustee has two main roles:

• First, the Trustee can enforce your rights against us if we default on our obligations under theIndenture. There are some limitations on the extent to which the Trustee acts on your behalf,which we describe below under ‘‘—Default, Remedies and Waiver of Default.’’

• Second, the Trustee performs administrative duties for us, such as sending interest payments andnotices.

We May Issue Many Series of Debt Securities

We may issue as many distinct series of debt securities under the Indenture as we wish. We mayissue the debt securities in one or more series with the same or various maturities, at par or a premiumor with original issue discount. The provisions of the Indenture will allow us not only to issue debtsecurities with terms different

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from those of debt securities previously issued under the Indenture, but also to ‘‘reopen’’ a previousissue of a series of debt securities and issue additional debt securities of that series.

This section of the prospectus summarizes terms of the securities that will apply generally to allseries, unless otherwise specified in the applicable prospectus supplement. We will describe most of thefinancial and other specific terms of a series in the applicable prospectus supplement accompanying thisprospectus. Those terms may vary from the terms described herein. As you read this section of theprospectus, please remember that the specific terms of your debt security will be described in anaccompanying prospectus supplement relating to your debt security and, if applicable, modify or replace thegeneral terms described in this section. If there are any differences between the accompanying prospectussupplement and this prospectus, the prospectus supplement will control. Thus, the statements we make inthis section may not apply to your debt security.

When we refer to a series of debt securities, we mean a series of debt securities issued under theIndenture. When we refer to the prospectus supplement, we mean the prospectus supplementdescribing the specific terms of the debt security you purchase.

Amounts That We May Issue

The Indenture provides that debt securities in separate series may be issued from time to timewithout limitation as to the principal amount. We may specify a maximum aggregate principal amountfor the debt securities of any series. We may issue debt securities and other securities up to theaggregate amount authorized by us for each series, at any time without your consent and withoutnotifying you.

Principal Amount, Stated Maturity and Maturity

The principal amount of a debt security means the principal amount payable at its stated maturity,unless that amount is not determinable, in which case the principal amount of a debt security is its faceamount. Any debt securities owned by us or any of our Affiliates will not be deemed to be outstandingfor certain determinations under the Indenture.

The term ‘‘stated maturity’’ with respect to any debt security means the day on which the principalamount of the debt security is scheduled to become due. The principal may become due sooner, byreason of redemption or acceleration after a Default or otherwise in accordance with the terms of thedebt security. The day on which the principal actually becomes due, whether at the stated maturity orearlier, is called the ‘‘maturity’’ of the principal.

We also use the terms ‘‘stated maturity’’ and ‘‘maturity’’ to refer to the days when other paymentsbecome due. For example, we refer to a regular interest payment date when an installment of interestis scheduled to become due as the ‘‘stated maturity’’ of that installment.

When we refer to the ‘‘stated maturity’’ or the ‘‘maturity’’ of a debt security without specifying aparticular payment, we mean the stated maturity or maturity, as the case may be, of the principal.

This Section Is Only a Summary

The Indenture and any associated documents, including your debt security, and the Parent SupportAgreement contain the full legal text of the matters described in this section and the prospectussupplement. The Indenture and the Parent Support Agreement are filed with the SEC as exhibits tothe registration statement on Form F-3 of which this prospectus forms a part.

This section and the applicable prospectus supplement summarize the material terms of theIndenture, your debt security and the Parent Support Agreement. They do not, however, describe everyaspect of the Indenture, your debt security and the Parent Support Agreement. The definitions of mostof the capitalized terms used in this section are set forth below under ‘‘—Certain Definitions.’’

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Currency of Debt Securities

Amounts that become due and payable on a debt security in cash will be payable in a currency,currencies or currency units specified in the accompanying prospectus supplement. We refer to thiscurrency, currencies or currency units as a ‘‘specified currency.’’ The specified currency for a debtsecurity will be U.S. dollars, unless the prospectus supplement states otherwise. Some debt securitiesmay have different specified currencies for principal and interest. You will have to pay for your debtsecurities by delivering the requisite amount of the specified currency for the principal to us or theunderwriters, agents or dealers that we name in the prospectus supplement, unless other arrangementshave been made between you and us or you and that firm. We will make payments on a debt securityin the specified currency, except as described below under ‘‘—Payment Mechanics for Debt Securities.’’

As of the date of this prospectus, a judgment for money in an action based on a securitydenominated in a foreign currency or currency unit in a federal or state court in the United Statesordinarily would be enforced in the United States only in United States dollars. The date used todetermine the rate of conversion of the foreign currency or currency unit in which a particular securityis denominated into United States dollars will depend upon various factors, including which courtrenders the judgment. In the case of a security denominated in a foreign currency, a state court in theState of New York rendering a judgment on such security would be required under Section 27 of theNew York Judiciary Law to render such judgment in the foreign currency in which the security isdenominated, and such judgment would be converted into United States dollars at the exchange rateprevailing on the date of entry of the judgment.

Form of Debt Securities

The form of the debt security will be specified in the applicable prospectus supplement. Debtsecurities in book-entry form will be represented by a global security registered in the name of adepositary, which we describe below under ‘‘Legal Ownership and Book-Entry Issuance—What is aGlobal Security?,’’ which will be the Holder of all the debt securities represented by that globalsecurity. Those who own beneficial interests in a global debt security will do so through participants inthe depositary’s securities clearance system, and the rights of these indirect owners will be governedsolely by the applicable procedures of the depositary and its participants. We describe book-entrysecurities below in the section entitled ‘‘Legal Ownership and Book-Entry Issuance.’’

In addition, we will issue each debt security in fully registered form, without coupons, unless wespecify otherwise in the applicable prospectus supplement.

Information in the Prospectus Supplement

A prospectus supplement will describe the specific terms of a particular series of debt securities,which will include some or all of the following:

• the title of the debt securities;

• any limit on the aggregate principal amount of the debt securities of the same series;

• the person to whom any interest on any debt security of the series will be payable, if other thanthe person in whose name the debt security is registered at the close of business on the regularrecord date;

• the stated maturity;

• the specified currency, currencies or currency units for principal and interest, if (i) not U.S.dollars, or (ii) other than that or those in which such debt securities are stated to be payable;

• the price at which we originally issue the debt securities, expressed as a percentage of theprincipal amount and the original issue date;

• whether the debt securities are fixed-rate debt securities, floating-rate debt securities or indexeddebt securities;

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• if the debt securities are fixed-rate debt securities, the annual rate at which the debt securitieswill bear interest, if any, and the interest payment dates;

• the regular record date for any interest payable on any interest payment date;

• the place or places where the principal of, premium, if any, and interest on the debt securitieswill be payable and the manner in which any payment may be made;

• the denominations in which the debt securities will be issuable, if other than denominations of$1,000 and any integral multiple of $1,000;

• if the debt securities are floating-rate debt securities, the interest rate benchmark; any applicableindex currency or maturity, spread or spread multiplier or initial, maximum or minimum rate;the interest reset, determination, calculation and payment dates; the day count used to calculateinterest payments for any period; and the calculation agent;

• any index, financial or economic measure, or formula used to determine the amount ofpayments of principal of and any premium and interest on the debt securities;

• if the debt securities are also Original Issue Discount Securities, the Yield to Maturity;

• if other than the entire principal amount, the portion of the principal amount of the debtsecurities of the series which will be payable upon acceleration of the maturity of the debtsecurities;

• if applicable, the circumstances under which the debt securities may be mandatorily redeemed byus, redeemed at our option or repaid at the Holder’s option before the stated maturity,including any redemption date, redemption price(s) and redemption period(s);

• if the principal amount of the debt securities which will be payable at the maturity of the debtsecurities will not be determinable as of any date before maturity, the amount which will bedeemed to be the outstanding principal amount of the debt securities;

• the applicability of any provisions described below under ‘‘—Legal Defeasance and CovenantDefeasance’’;

• if the debt securities will be issued in the form of global securities and the depositary for suchglobal securities;

• the applicability of any provisions described below under ‘‘—Default, Remedies and Waiver ofDefault’’;

• the applicability of any provisions described below under ‘‘—Guarantees’’;

• any covenants applicable to the debt securities;

• the names and duties of any trustees, depositaries, authenticating agents, paying agents, transferagents or registrars for the debt securities;

• the material federal income tax considerations applicable to the debt securities; and

• any other terms of the debt securities, which could be different from those described in thisprospectus.

Guarantees

If specified in the applicable prospectus supplement, a particular series of debt securities will beguaranteed by CNH Industrial Capital America and New Holland Credit and/or one or more otherGuarantors specified in the prospectus supplement. Any such guarantee (‘‘Guarantee’’) will beunconditional, joint and several, unless otherwise provided by supplemental indenture and described inthe applicable prospectus supplement.

The Guarantee of each Guarantor will be a general unsecured obligation of such Guarantor andwill rank senior in right of payment to all future obligations of such Guarantor that are, by their terms,expressly

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subordinated in right of payment to such Guarantee and pari passu in right of payment with all existingand future unsecured Indebtedness of such Guarantor that are not so subordinated. The debt securitieswill be effectively subordinated to the obligations of each of the Company’s direct and indirectSubsidiaries that is not a Guarantor of the debt securities. In addition, the assets of our SecuritizationSubsidiaries, which are variable-interest entities that engage in our Securitization Transactions, do notbelong to us and cannot be used to satisfy our obligations under the debt securities.

The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent thatGuarantee from constituting a fraudulent conveyance under applicable law. If a Guarantee wererendered voidable, it could be subordinated by a court to all other Indebtedness (including guaranteesand other contingent liabilities) of the applicable Guarantor, and, depending on the amount of suchindebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero.

The Guarantee of a Guarantor will be automatically released:

• in connection with any sale or other disposition of all of the Capital Stock of such Guarantor toa Person other than the Company or any Subsidiary of the Company;

• in connection with the sale or other disposition of all or substantially all of the assets orproperties of such Guarantor, including by way of merger, consolidation or otherwise, to aPerson other than the Company or any Subsidiary of the Company; or

• in the case of any Subsidiary which after the Issue Date is required to Guarantee the debtsecurities pursuant to the covenant described under ‘‘—Issuance of Subsidiary Guarantees,’’upon either (x) the release or discharge of the Guarantee of such Subsidiary of Indebtedness ofthe Company or any other Person which resulted in the obligation to so guarantee the debtsecurities or (y) the debt securities reaching Investment Grade Status.

Parent Support Agreement

The Company and CNH Global entered into the Parent Support Agreement, pursuant to whichCNH Global agreed to, among other things, (a) make cash capital contributions to the Company, tothe extent that such payments are necessary to cause the ratio of net earnings available for fixedcharges to fixed charges of the Company and its Subsidiaries to be not less than 1.05 for each fiscalquarter of the Company (with such ratio determined, on a consolidated basis and in accordance withU.S. GAAP, for such fiscal quarter and the immediately preceding three fiscal quarters taken as awhole), (b) generally maintain an ownership of at least fifty-one percent (51%) of the Capital Stock ofthe Company having voting power for the election of directors or managers and (c) cause the Companyto have, as at the end of any fiscal quarter, a consolidated tangible net worth of at least $50 million.CNH Global is required to cure, directly or indirectly, any deficiency in the ratio of net earningsavailable for fixed charges to fixed charges or in the consolidated tangible net worth not later than90 days following the end of the fiscal quarter in which the deficiency occurred. Effective as ofSeptember 29, 2013, in connection with the merger of CNH Global with and into CNHI, CNHIassumed all of CNH Global’s obligations under the Parent Support Agreement.

The Parent Support Agreement is not intended to be and is not a guarantee by CNHI of thepayment of the principal of and any premium and interest on the debt securities. The obligations ofCNHI to the Company pursuant to the Parent Support Agreement are to the Company only and donot run to, and are not enforceable directly by, any creditor of the Company including Holders of debtsecurities or the Trustee, and the terms of the Parent Support Agreement will not cause CNHI to beresponsible for the payment of any obligations of the Company or of any Guarantor to any creditorthereof, including the Holders of debt securities or the Trustee; provided, however, that the Holders ofmore than 50% of the aggregate outstanding principal amount of all of the Company’s indebtedness(other than indebtedness owed to any Affiliate of the Company) will have the right to demand that theCompany enforce the Company’s rights under the Parent Support Agreement, and if the

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Company fails or refuses to take timely action to enforce such rights, such Holders may proceedagainst the Company to require the Company to enforce its rights under the Parent SupportAgreement.

Redemption and Repayment

Unless otherwise indicated in the applicable prospectus supplement, a debt security will not beentitled to the benefit of any sinking fund—that is, we will not deposit money on a regular basis intoany separate custodial account to repay the debt securities. In addition, we will not be entitled toredeem a debt security before its stated maturity unless the applicable prospectus supplement specifiesa redemption commencement date. You will not be entitled under the Indenture to require us to buy adebt security from you before its stated maturity unless the applicable prospectus supplement specifiesone or more repayment dates.

If the applicable prospectus supplement specifies a redemption commencement date or arepayment date, it will also specify one or more redemption prices or repayment prices, which may beexpressed as a percentage of the principal amount of the debt security. It may also specify one or moreredemption periods during which the redemption prices relating to a redemption of debt securitiesduring those periods will apply.

If we redeem less than all of the debt securities of any series, and the debt securities are globalsecurities, the particular debt securities to be redeemed will be selected by the depositary in accordancewith the applicable procedures of the depositary. If the particular debt securities to be redeemed arenot global securities, selection of the debt securities to be redeemed will be made by the Trustee incompliance with the requirements of the principal national securities exchange, if any, on which thedebt securities are listed or, if the debt securities are not then listed on a national securities exchange,on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; providedthat no debt securities of a principal amount of $1,000 shall be redeemed in part.

If the applicable prospectus supplement specifies a redemption commencement date, the debtsecurity will be redeemable at our option at any time on or after that date or at a specified time ortimes. If we redeem the debt security, we will do so at the specified redemption price, together withinterest accrued to the redemption date. If different prices are specified for different redemptionperiods, the price we pay will be the price that applies to the redemption period during which the debtsecurity is redeemed.

If we exercise an option to redeem any debt security, subject to the applicable procedures of thedepositary with respect to global securities, we will give to the Holder written notice of the principalamount of the debt security to be redeemed, except as otherwise described in the applicable prospectussupplement, not less than 30 days nor more than 60 days before the applicable redemption date. If theapplicable prospectus supplement specifies a repayment date, the debt security will be repayable at theHolder’s option on the specified repayment date at the specified repayment price, together with interestaccrued to the repayment date.

We or our Affiliates may purchase debt securities from investors who are willing to sell from timeto time, either in the open market at prevailing prices or in private transactions at negotiated prices.Debt securities that we purchase may, at our discretion, be held, resold or canceled.

Repurchase at the Option of Holders Upon a Change of Control Triggering Event

With regard to any series of debt securities, unless otherwise indicated in the applicable prospectussupplement, upon the occurrence of a Change of Control Triggering Event with respect to such seriesof the debt securities, each Holder will have the right to require that the Company purchase all or aportion of such Holder’s debt securities of that series pursuant to the offer described below (the‘‘Change of Control Offer’’), at a purchase price equal to 101% of the principal amount thereof plusaccrued interest, if any, thereon to the date of purchase (the ‘‘Change of Control Payment’’).

Within 30 days following the date upon which the Change of Control Triggering Event occurs, theCompany must send, by first-class mail, or otherwise deliver in accordance with the applicableprocedures of the

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depositary, a notice to each Holder of that series of debt securities, with a copy to the Trustee, whichnotice shall govern the terms of the Change of Control Offer. Such notice shall state, among otherthings, the purchase date, which must be a Business Day no earlier than 30 days nor later than 60 daysfrom the date such notice is mailed or sent (the ‘‘Change of Control Payment Date’’). Holders electingto have their debt securities of such series purchased pursuant to a Change of Control Offer will berequired to surrender such debt securities with the form entitled ‘‘Option of Holder to Elect Purchase’’on the reverse of the debt security completed, to the paying agent at the address specified in the noticeprior to the close of business on the third Business Day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, the Company will, to the extent lawful:

• accept for payment all debt securities of such series or portions of debt securities of such seriesproperly tendered pursuant to the Change of Control Offer;

• deposit with the paying agent an amount equal to the Change of Control Payment in respect ofall debt securities of such series or portions of debt securities of such series properly tendered;and

• deliver or cause to be delivered to the Trustee the debt securities properly accepted togetherwith an officers’ certificate stating the aggregate principal amount of debt securities or portionsof debt securities being purchased by the Company.

Subject to applicable procedures of the depositary with respect to global securities, the payingagent will as promptly as practicable mail to each Holder of debt securities of such series properlytendered the Change of Control Payment for such debt securities, and the Company and the Trusteewill as promptly as practicable execute and authenticate and mail (or cause to be transferred by bookentry) to each Holder a new security in a principal amount equal to any unpurchased portion of thedebt securities surrendered, if any; provided, however, that each new security will be in a principalamount of an integral multiple of $1,000.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations to the extent such laws and regulations are applicable inconnection with a Change of Control Offer. To the extent that the provisions of any securities laws orregulations conflict with the provisions of the Indenture relating to a Change of Control, the Companyshall comply with the applicable securities laws and regulations and shall not be deemed to havebreached its obligations under the applicable provisions of the Indenture by virtue thereof.

The Change of Control purchase feature of the relevant series may in certain circumstances makeit more difficult to accomplish or discourage a sale or takeover of the Company. Subject to thelimitations discussed below, the Company could, in the future, enter into certain transactions, includingacquisitions, refinancings or other recapitalizations, that would not constitute a Change of Controlunder the Indenture, but that could increase the amount of Indebtedness outstanding at such time orotherwise affect the Company’s capital structure or credit ratings. Restrictions on the Company’s abilityto incur additional Indebtedness are contained in the covenants described under ‘‘—Limitations onSecured Indebtedness’’ and ‘‘—Limitations on Sales and Leasebacks.’’ Such restrictions can only bewaived with the consent of the Holders of a majority in principal amount of the debt securities of therelevant series then outstanding. Except for the limitations contained in such covenants, however, or asmay be otherwise specified in the applicable prospectus supplement, the Indenture does not containany covenants or provisions that may afford Holders protection in the event of a highly leveragedtransaction. Neither the Trustee nor any paying agent shall be responsible for monitoring our ratingstatus, making any request upon any Rating Agency, or determining whether any Rating Decline hasoccurred.

The ability of the Company to pay cash to the Holders of debt securities following the occurrenceof a Change of Control may be limited by the Company’s then existing financial resources. TheCompany cannot assure you that it will have sufficient funds available when necessary to make anyrequired repurchases, and the terms of the Company’s other financing arrangements may requirerepurchase or repayment of amounts

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outstanding in the event of a Change of Control, which could also limit the Company’s ability to fundthe repurchase of the debt securities. In the event the Company is required to purchase outstandingdebt securities pursuant to a Change of Control Offer, the Company may seek third-party financing tothe extent it does not have available funds to meet its purchase obligations. However, there can be noassurance that the Company would be able to obtain such financing.

The definition of ‘‘Change of Control’’ includes a disposition of all or substantially all of the assetsof the Company to any Person. Although there is a limited body of case law interpreting the phrase‘‘substantially all,’’ there is no precise established definition of the phrase under applicable law.Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particulartransaction would involve a disposition of ‘‘all or substantially all’’ of the assets of the Company absenta decision by a court of competent jurisdiction. As a result, it may be unclear as to whether a Changeof Control has occurred and whether a Holder may require the Company to make an offer torepurchase debt securities as described above.

The provisions under the Indenture relative to the Company’s obligation to make an offer torepurchase the debt securities of a particular series as a result of a Change of Control may be waivedor modified with the written consent of the Holders of a majority in principal amount of the debtsecurities of such series.

Limitations on Secured Indebtedness

With regard to any series of debt securities, unless otherwise indicated in the applicable prospectussupplement, the Company will not, nor will it permit any Restricted Subsidiary with respect to suchseries to, incur, issue, assume, guarantee or create any Secured Indebtedness without effectivelyproviding concurrently with the incurrence, issuance, assumption, guaranty or creation of any suchSecured Indebtedness that the outstanding debt securities of such series (together with, if the Companyshall so determine, any other Indebtedness of the Company or such Restricted Subsidiary then existingor thereafter created which is not subordinated to the outstanding debt securities) will be securedequally and ratably with (or prior to) such Secured Indebtedness, so long as such Secured Indebtednesswill be secured by a Lien, unless, after giving effect thereto, the sum of the aggregate amount of (a) alloutstanding Secured Indebtedness of the Company and such Restricted Subsidiaries, plus (b) allAttributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debtwhich is excluded pursuant to clauses (1) to (6) inclusive described under ‘‘—Limitations on Sales andLeasebacks’’ below), plus (c) all Indebtedness of CNH Industrial Capital Canada (other thanIndebtedness of CNH Industrial Capital Canada owed to CNHI, or any Parent of CNHI, or any of theSubsidiaries of CNHI or any Parent of CNHI) to the extent not included under (a) or (b) above, wouldnot exceed 15% of the Consolidated Net Tangible Assets of the Company and such RestrictedSubsidiaries; provided, however, that this restriction will not apply to, and there will be excluded fromSecured Indebtedness in any computation under this covenant, Indebtedness secured by:

(1) Liens on property of any Person existing at the time such Person becomes a Subsidiary;(2) Liens on property existing at the time of acquisition thereof or incurred within 180 days of the

time of acquisition thereof (including, without limitation, acquisition through merger orconsolidation) by the Company or any Restricted Subsidiary;

(3) Liens on property hereafter acquired (or constructed) by the Company or any RestrictedSubsidiary and created prior to, at the time of, or within 270 days after such acquisition(including, without limitation, acquisition through merger or consolidation) (or the completionof such construction or commencement of commercial operation of such property, whicheveris later) to secure or provide for the payment of all or any part of the purchase price (or theconstruction price) thereof;

(4) Liens in favor of the Company or any Restricted Subsidiary;(5) Liens in favor of the United States of America, any State thereof or the District of Columbia,

or any agency, department or other instrumentality thereof, to secure partial, progress,advance or other payments pursuant to any contract or provisions of any statute;

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(6) Liens incurred or assumed in connection with the issuance of revenue bonds the interest onwhich is exempt from Federal income taxation pursuant to Section 103(a) of the InternalRevenue Code of 1954, as amended;

(7) Liens securing the performance of any contract or undertaking not directly or indirectly inconnection with the borrowing of money, the obtaining of advances or credit or the securingof Indebtedness, if made and continuing in the ordinary course of business;

(8) Liens under workers’ compensation laws, unemployment insurance laws or similar legislation,or good faith deposits in connection with bids, tenders, contracts or deposits to secure publicor statutory obligations of the Company or any Restricted Subsidiary, or deposits of cash orobligations of the United States of America to secure surety and appeal bonds to which theCompany or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges ordeposits for similar purposes in the ordinary course of business, or Liens imposed by law, suchas laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s andvendors’ Liens and Liens arising out of judgments or awards against the Company or anyRestricted Subsidiary with respect to which the Company or such Restricted Subsidiary at thetime shall be prosecuting an appeal or proceedings for review and with respect to which itshall have secured a stay of execution pending such appeal or proceedings for review, or Liensfor taxes not yet subject to penalties for nonpayment or the amount or validity of which isbeing in good faith contested by appropriate proceedings by the Company or any RestrictedSubsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements orreservations of, or rights of others for, rights-of-way, sewers, electric lines, telegraph andtelephone lines and other similar purposes, or zoning or other restrictions or Liens as to theuse of real properties, which Liens, exceptions, encumbrances, easements, reservations, rightsand restrictions do not, in the good faith opinion of the Governing Body of the Company, inthe aggregate materially detract from the value of said properties or materially impair theiruse in the operation of the business of the Company and its Restricted Subsidiaries;

(9) Liens (i) relating to the establishment of depository relations with banks or other financialinstitutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooleddeposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction ofoverdraft or similar obligations incurred in the ordinary course of business of the Company orany of its Subsidiaries or (iii) relating to purchase orders and other agreements entered intowith customers of the Company or any of its Subsidiaries in the ordinary course of business;

(10) Liens relating to collateral provided to any counterparty of the Company or any of itsSubsidiaries in connection with any Hedging Transaction; or

(11) any extension, renewal, refunding or replacement of the foregoing.

For purposes of this subsection, ‘‘—Limitations on Secured Indebtedness’’, ‘‘CNHI’’ includes, forthe avoidance of doubt, its successors in interest, whether by merger, consolidation, sale of assets orotherwise.

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Limitations on Sales and Leasebacks

With regard to any series of debt securities, unless otherwise indicated in the applicable prospectussupplement, the Company will not, nor will it permit any Restricted Subsidiary with respect to suchseries to, enter into any arrangement with any Person providing for the leasing by the Company or anyRestricted Subsidiary of any property of the Company or any such Restricted Subsidiary, whichproperty has been or is to be sold or transferred by the Company or such Restricted Subsidiary to suchPerson (a ‘‘sale and leaseback transaction’’) unless, after giving effect thereto, the sum of the aggregateamount of (a) all Attributable Debt with respect to all such sale and leaseback transactions, plus (b) allSecured Indebtedness (with the exception of Indebtedness secured by Liens which are incurred, issued,assumed, guaranteed, created or permitted pursuant to clauses (1) to (11) inclusive described under‘‘—Limitations on Secured Indebtedness’’ above), plus (c) all Indebtedness of CNH Industrial CapitalCanada (other than Indebtedness of CNH Industrial Capital Canada owed to CNHI, or any Parent ofCNHI, or any of the Subsidiaries of CNHI or any Parent of CNHI) to the extent not included under(a) or (b) above, would not exceed 15% of the Consolidated Net Tangible Assets. This covenant willnot apply to, and there will be excluded from Attributable Debt in any computation under thiscovenant or under the covenant described in ‘‘—Limitations on Secured Indebtedness’’ above,Attributable Debt with respect to any sale and leaseback transaction if:

(1) The Company or any such Restricted Subsidiary is permitted to incur Indebtedness secured bya Lien pursuant to clauses (1) to (11) inclusive described under ‘‘—Limitations on SecuredIndebtedness’’ above on the property to be leased, in an amount equal to the AttributableDebt with respect to such sale and leaseback transaction, without equally and ratably securingthe debt securities of such series;

(2) The Company or any such Restricted Subsidiary, within 270 days after the sale or transfershall have been made by the Company or any such Restricted Subsidiary, shall apply anamount in cash equal to the greater of (i) the net proceeds of the sale or transfer of theproperty leased pursuant to such arrangement or (ii) the fair market value of the property soleased at the time of entering into such arrangement (as determined by the President, theChief Financial Officer or the Treasurer of the Company) to the retirement of SecuredIndebtedness of the Company or any such Restricted Subsidiary (other than SecuredIndebtedness owned by the Company or any such Restricted Subsidiary); provided, however,that no retirement referred to in this clause (2) may be effected by payment at maturity orpursuant to any mandatory sinking fund payment or any mandatory prepayment provision ofany Secured Indebtedness;

(3) The Company or any such Restricted Subsidiary applies the net proceeds of the sale ortransfer of the property leased pursuant to such transaction to the purchase of other propertyor assets used or useful in the Company’s or any such Restricted Subsidiary’s business within270 days prior or subsequent to such sale or transfer;

(4) the effective date of any such arrangement is within 270 days of the acquisition of theapplicable property (including, without limitation, acquisition by merger or consolidation) orthe completion of construction and commencement of operation thereof, whichever is later;

(5) the lease in such sale and leaseback transaction is for a period, including renewals, of notmore than three (3) years; or

(6) the sale and leaseback transaction is entered into between the Company and any suchRestricted Subsidiary or between any such Restricted Subsidiaries.

For purposes of this subsection, ‘‘—Limitations on Sales and Leasebacks’’, ‘‘CNHI’’ includes, forthe avoidance of doubt, its successors in interest, whether by merger, consolidation, sale of assets orotherwise.

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Mergers and Similar TransactionsWe will generally be permitted to merge or consolidate with another entity. We will also be

permitted to convey, transfer or lease all or substantially all of our assets to another entity. With regardto any series of debt securities, however, unless otherwise indicated in the applicable prospectussupplement, the Company shall not take any such actions unless all the following conditions, amongother things, are met:

• if the successor entity in the transaction is not the Company, the successor entity must expresslyassume our obligations under the outstanding debt securities of that series and the Indenturewith respect to that series and must assume our obligations under the Parent SupportAgreement;

• the successor entity must be organized and existing under the laws of the United States ofAmerica, any State thereof or the District of Columbia;

• if, as a result of any such transaction, properties or assets of the Company or any Subsidiary ofthe Company would become subject to a mortgage, pledge, lien, security interest or otherencumbrance which would not be permitted by the Indenture in respect of the debt securities ofsuch series, the Company or the successor entity must secure the debt securities of such seriesequally and ratably with (or prior to) all indebtedness secured thereby; and

• immediately after giving effect to such transaction, no Default or Event of Default under thedebt securities of that series has occurred and is continuing.

For purposes of the foregoing, the conveyance, transfer or lease of all or substantially all of theproperties or assets of one or more Subsidiaries, the Capital Stock of which constitutes all orsubstantially all of the properties and assets of the Company shall be deemed to be the transfer of allor substantially all of the properties and assets of the Company.

Upon such conveyance, transfer or lease and the assumption of our obligations as described aboveby our successor, we will be released from our obligations under the debt securities of such series andthe Indenture with respect to such series. If the conditions described above are satisfied with respect tothe debt securities of such series, we will not need to obtain the approval of the Holders of those debtsecurities in order to merge or consolidate or to convey, transfer or lease our assets.

Each Guarantor will generally be permitted to merge or consolidate with another entity. EachGuarantor will also be permitted to convey, transfer or lease all or substantially all of its assets toanother entity. With regard to any series of debt securities, however, unless otherwise indicated in theapplicable prospectus supplement, no Guarantor shall take any such actions unless all the followingconditions, among other things, are met:

• if the successor entity in the transaction is not the Guarantor, the successor entity must expresslyassume all of the obligations of the Guarantor under the Indenture with respect to debtsecurities of that series and such Guarantor’s Guarantee in respect of debt securities of suchseries;

• the successor entity must be organized and existing under the laws of the United States ofAmerica, any State thereof or the District of Columbia, a member state of the European Union,or the jurisdiction of organization or existence of such Guarantor, depending upon where theGuarantor is organized;

• if, as a result of any such transaction, properties or assets of such Guarantor would becomesubject to a mortgage, pledge, lien, security interest or other encumbrance which would not bepermitted by the Indenture in respect of the debt securities of such series, such Guarantor orthe successor entity must secure such Guarantor’s Guarantee of such series equally and ratablywith (or prior to) all indebtedness secured thereby; and

• immediately after giving effect to such transaction, no Default or Event of Default under thedebt securities of that series has occurred and is continuing.

Upon such conveyance, transfer or lease and the assumption of its obligations as described aboveby such Guarantor’s successor, such Guarantor will be released from its obligations under its Guaranteeof the debt

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securities of such series and the Indenture with respect to such series. If the conditions described aboveare satisfied with respect to the debt securities of such series, such Guarantor will not need to obtainthe approval of the Holders of those debt securities in order to merge or consolidate or to convey,transfer or lease its assets.

Issuance of Subsidiary GuaranteesWith regard to any series of debt securities, unless otherwise indicated in the applicable prospectus

supplement, the Company will not cause or permit any of its Restricted Subsidiaries with respect tosuch series, directly or indirectly, to be obligated as a guarantor, other than as a result of any bank orother depositary institution’s right of set-off, of the obligation of the Company or any other Personunder any Indebtedness in excess of $50.0 million in the aggregate unless such Restricted Subsidiaryconcurrently therewith:

• executes and delivers to the Trustee a supplemental indenture pursuant to which such Subsidiaryshall unconditionally guarantee all of the Company’s obligations under the outstanding debtsecurities of such series and the Indenture in respect of the debt securities of such series on theterms set forth in the Indenture in respect of the debt securities of such series for so long assuch guaranteed Indebtedness exceeds $50.0 million in the aggregate; and

• delivers to the Trustee an opinion of counsel (which may contain customary exceptions) thatsuch supplemental indenture has been duly authorized, executed and delivered by suchSubsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor in respect of the debt securities ofsuch series for all purposes of the Indenture until such Guarantee is released in accordance with theprovisions described under ‘‘—Guarantees’’ above. The Company may cause any other Subsidiary ofthe Company to issue a Guarantee and become a Guarantor in respect of the debt securities of suchseries.

Legal Defeasance and Covenant DefeasanceWhen we use the term defeasance, we mean discharge from some or all of our obligations under

the Indenture with respect to the debt securities of a series and the obligations of any Guarantors withrespect to such corresponding Guarantees. If we deposit with the Trustee funds or governmentsecurities, or if so provided in the applicable prospectus supplement, obligations other than governmentsecurities, sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firm ofindependent public accountants selected by the Company, expressed in a written certification to theTrustee to make payments on any series of debt securities on the dates those payments are due andpayable and other specified conditions are satisfied, then, at our option, either of the following willoccur:

• we will be discharged from our obligations with respect to the debt securities of such series, andall obligations of any Guarantor will be discharged with respect to any correspondingGuarantees (‘‘legal defeasance’’); or

• we will be discharged from certain covenants we make in the Indenture for the benefit of suchseries and certain related Events of Default will no longer apply to us (‘‘covenant defeasance’’).

If we defease any series of debt securities, the Holders of such securities will not be entitled to thebenefits of the Indenture, except for our obligations to register the transfer or exchange of suchsecurities, replace stolen, lost or mutilated securities, issue temporary securities, maintain payingagencies and hold moneys for payment in trust and certain other provisions. In case of covenantdefeasance, our obligation to pay principal, premium and interest on such series of the debt securitieswill also survive.

We will be required to deliver to the Trustee an opinion of counsel that the deposit and relateddefeasance would not cause the Holders of the applicable series of debt securities to recognize income,gain or loss for United States income tax purposes or to be taxed differently than in the absence of thedeposit and related defeasance. If we elect legal defeasance, that opinion of counsel must be basedupon a ruling from the United States Internal Revenue Service or a change in law to that effect.

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Payments for Consent

With regard to any series of debt securities, unless otherwise indicated in the applicable prospectussupplement, the Company will not, and will not cause or permit any Subsidiary to, directly or indirectly,pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holderof debt securities of such series for or as an inducement to any consent, waiver or amendment of anyof the terms or provisions of the Indenture applicable to debt securities of such series, the debtsecurities of such series or any Guarantees in respect thereof unless such consideration is offered to bepaid to all Holders of debt securities of such series who so consent, waive or agree to amend in thetime frame set forth in solicitation documents relating to such consent, waiver or amendment.

Reports to Holders

With regard to any series of debt securities, unless otherwise indicated in the applicable prospectussupplement, the Company will deliver to the Trustee, within 15 days after it is required to file themwith the SEC, copies of: (A) annual reports on Form 10-K (or any successor or comparable form)containing the information required to be contained therein (or required in such successor orcomparable form); (B) reports on Form 10-Q (or any successor or comparable form) containing theinformation required to be contained therein (or required in such successor or comparable form);(C) reports on Form 8-K (or any successor or comparable form) containing the information required tobe contained therein (or required in such successor or comparable form); and (D) any otherinformation, documents or other reports which the Company would be required to file with the SECpursuant to Section 13 or 15(d) of the Exchange Act; provided, however, if the Company is notobligated to file the information, documents and reports described in clauses (A), (B), (C) or (D) ofthis sentence with the SEC, or if the SEC does not permit such filing, the Company shall makeavailable such information, documents and reports to prospective purchasers of the debt securities ofsuch series, in addition to providing such information to the Trustee and the Holders of debt securitiesof such series, in each case within 30 days after the time the Company would have been required to filesuch information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. TheCompany shall be deemed to have furnished such information, documents or reports to the Trustee, theHolders of debt securities of such series and/or prospective purchasers of the debt securities of suchseries, if the Company has filed such information, documents or reports with the SEC via the EDGARfiling system (or any successor system) and/or posted such information, documents or reports on theCompany’s website and such information, documents or reports are publicly available. The Companyhas also agreed that, for so long as any debt securities of such series remain outstanding during anyperiod when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted tofurnish the SEC with certain information pursuant to Rule 12g3-2(b) under the Exchange Act, it willfurnish to the holders of the debt securities of such series and to prospective investors, upon theirrequest, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actof 1933, as amended. Delivery of reports, information and documents to the Trustee is forinformational purposes only and its receipt of such reports shall not constitute constructive notice ofany information contained therein or determinable from information contained therein, including ourcompliance with any of our covenants under the Indenture or the debt securities (as to which theTrustee is entitled to rely exclusively on officers’ certificates). The Trustee shall not be obligated tomonitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or withrespect to any reports or other documents filed with the SEC or any website under the Indenture.

The Company will transmit by mail to all Holders of debt securities of any series, as the namesand addresses of such Holders appear upon the register, within 30 days after the filing thereof with theTrustee, the summaries of information, documents and reports required to be filed by the Company, ifany, pursuant to the Indenture as may be required by rules and regulations prescribed from time totime by the SEC.

Compliance with Parent Support Agreement

The Company (i) will observe and perform in all material respects all of its covenants oragreements contained in the Parent Support Agreement, (ii) will use commercially reasonable efforts tocause CNHI to

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observe and perform in all material respects all covenants or agreements of CNHI contained in theParent Support Agreement and (iii) will not waive compliance under, amend in any material respect orterminate the Parent Support Agreement; provided, however, that the Parent Support Agreement may,in accordance with the terms thereof, be modified, amended or terminated, at CNHI’s election, upon30 days prior written notice to the Company and to Moody’s and S&P if (a) such modification,amendment or termination would not result in a downgrade of the Company’s rated indebtedness byMoody’s or S&P; (b) the modification, amendment or notice of termination provides that the ParentSupport Agreement will continue in effect with respect to the Company’s rated indebtednessoutstanding on the effective date of the modification, amendment or termination; or (c) there is nolong-term rated indebtedness of the Company outstanding.

Default, Remedies and Waiver of Default

You will have special rights if an Event of Default with respect to your series of debt securitiesoccurs and is continuing, as described in this subsection.

Unless the applicable prospectus supplement says otherwise, when we refer to an Event of Defaultwith respect to any series of debt securities, we mean any of the following:

(1) we do not pay interest on debt securities of that series within 30 days of the due date;

(2) we fail to pay the principal of any debt securities of that series when due at maturity, uponredemption or otherwise (including the failure to make a payment to purchase debt securitiesof that series tendered pursuant to a Change of Control Offer in respect of debt securities ofthat series, if applicable to that series of debt security);

(3) we fail to comply with the covenants contained in the Indenture that are described aboveunder clause (iii) of ‘‘—Compliance with Parent Support Agreement’’;

(4) we fail to comply with any other covenant or agreement contained in the Indenture for aperiod of 30 days after receiving notice, which notice must be sent by the Trustee or theHolders of at least 25% of the outstanding principal amount of the debt securities of thatseries with a copy to the Trustee (except in the case of a default with respect to the covenantson mergers and similar transactions described above under ‘‘—Mergers and SimilarTransactions,’’ which will constitute an Event of Default in respect of the debt securities ofthat series with such notice requirement but without such passage of time requirement);

(5) a default under any Indebtedness of the Company, any Restricted Subsidiary of the Companyin respect of such series of debt securities or any Guarantor in respect of such series of debtsecurities that, in the case of any such Restricted Subsidiary or Guarantor, is a SignificantSubsidiary or any group of Restricted Subsidiaries with respect to that series of the Companyand/or Guarantors in respect of the debt securities of that series that, together wouldconstitute a Significant Subsidiary (or the payment of which is guaranteed by the Company orany such Restricted Subsidiary of the Company or any such Guarantor or group of RestrictedSubsidiaries of the Company and/or any such Guarantors), whether such Indebtedness nowexists or is created after the relevant Issue Date, which default (A) is caused by a failure topay principal of such Indebtedness after any applicable grace period provided in suchIndebtedness on the date of such default (a ‘‘payment default’’) or (B) results in theacceleration of such Indebtedness prior to its express maturity and, in each case, the principalamount of any such Indebtedness, together with the principal amount of any other suchIndebtedness under which there has been a payment default or the maturity of which hasbeen so accelerated, aggregates to an amount in excess of $75.0 million;

(6) one or more judgments in an aggregate amount in excess of $75.0 million not covered byadequate insurance shall have been rendered against the Company, or in certain instances, anyRestricted Subsidiary or Guarantor and such judgments remain undischarged, unpaid orunstayed for a period of 60 days after such judgment or judgments become final andnonappealable;

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(7) we, or in certain instances a Guarantor or Restricted Subsidiary, experience certain specifiedbankruptcy, insolvency or similar events;

(8) any Guarantee ceases to be in full force and effect (other than by reason of release of suchGuarantor in accordance with the terms of the Indenture);

(9) we default in the deposit of any sinking fund payment, when and as due by the terms of adebt security of that series; or

(10) the occurrence of any other Event of Default described in the applicable prospectussupplement.

We may change, eliminate, or add to the Events of Default with respect to any particular series orany particular debt security or debt securities within a series, as indicated in the applicable prospectussupplement.

Certain Remedies If an Event of Default Occurs. Except as otherwise specified in the applicableprospectus supplement, if an Event of Default has occurred with respect to any series of debt securitiesand has not been cured or waived, the Trustee or the Holders of not less than 25% in principal amountof all debt securities of that series then outstanding may declare the entire principal amount of thedebt securities of that series to be due immediately. This is called an acceleration of the stated maturityof the affected series of debt securities. Except as otherwise specified in the applicable prospectussupplement, if the Event of Default occurs due to certain specified bankruptcy, insolvency or similarevents relating to the Company and is continuing with respect to the debt securities of that series, theentire principal amount of the debt securities of that series will be automatically accelerated, withoutany action by the Trustee or any Holder. Except as otherwise specified in the applicable prospectussupplement, if the stated maturity of any series is accelerated and a judgment for payment has not yetbeen obtained, the Holders of a majority in principal amount of the debt securities of that series may,subject to certain conditions, cancel the acceleration for the entire series. No such rescission shall affectany subsequent Default or Event of Default or impair any right consequent thereto.

If an Event of Default occurs, the Trustee will have special duties. In that situation, the Trusteewill be obligated to use those of its rights and powers under the Indenture, and to use the same degreeof care and skill in doing so that a prudent person would use in that situation in conducting his or herown affairs.

Except as described in the prior paragraph, the Trustee is not required to take any action underthe Indenture at the request of any Holders unless the Holders offer the Trustee protection satisfactoryto it from loss, liability or expense. This is called an indemnity. If the Trustee is provided with anindemnity satisfactory to it, the Holders of a majority in principal amount of all outstanding debtsecurities of the relevant series may, subject to all provisions of the Indenture and applicable law andcertain other conditions, direct the time, method and place of conducting any proceeding for anyremedy available to the Trustee or exercising any right, trust or power conferred on the Trustee withrespect to that series.

Before a Holder may take steps to enforce its rights or protect its interests relating to any debtsecurity, all of the following must occur:

• the Holder must give the Trustee written notice that an Event of Default has occurred withrespect to the debt securities of the series, and the Event of Default must not have been curedor waived;

• the Holders of at least 25% in principal amount of all debt securities of the series must requestin writing that the Trustee take action because of the Event of Default, and they or otherHolders must offer to the Trustee security or indemnity reasonably satisfactory to the Trusteeagainst the cost and other liabilities of taking that action;

• the Trustee must not have taken action for 60 days after the above steps have been taken; and• during those 60 days, the Holders of a majority in principal amount of the debt securities of the

series must not have given the Trustee directions that are inconsistent with such request.You will be entitled at any time, however, to bring a lawsuit for the payment of money due on

your debt security on or after its due date.

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Waiver of Default. The Holders of a majority in principal amount of the outstanding debtsecurities of a series may waive a Default for all debt securities of that series. If this happens, theDefault will be treated as if it has not occurred. No one can waive a payment default on a debt securityor a covenant or provision of the Indenture that cannot be modified or amended without the consentof the Holder of each outstanding debt security of the affected series, however, without the approval ofthe particular Holder of that debt security.

Information about Defaults to the Trustee. With respect to a series of the debt securities, everyyear we will furnish the Trustee with a certificate indicating whether the signers thereof know of anyDefault that occurred in the previous year with respect to such series of debt securities. In addition,with respect to a series of the debt securities, we will deliver to the Trustee, within five Business Daysof our becoming aware of any Default or Event of Default with respect to such series of debtsecurities, a certificate specifying such Default or Event of Default and what action we are taking orpropose to take with respect thereto.

Book-entry and other indirect owners should consult their banks or brokers for information on how togive notice or direction to or make a request of the Trustee and how to declare or cancel an acceleration ofthe maturity. Book-entry and other indirect owners are described below in the section entitled ‘‘LegalOwnership and Book-Entry Issuance.’’

Changes of the Indenture Requiring Each Holder’s Approval

We, along with the Trustee, may amend the Indenture or the debt securities with the writtenconsent of the Holders of at least a majority in principal amount of the debt securities then outstandingof each series affected by such amendment. However, without the consent of each Holder affectedthereby, an amendment or waiver may not:

• reduce the percentage in principal amount of outstanding debt securities of a series whoseHolders must consent to an amendment or waiver or consent to take any action under theIndenture or the debt securities of that series;

• reduce the rate of, or extend the time for payment of, interest, on any debt security;• reduce the principal of, or change the maturity of, any debt security;• change the currency of any payment on a debt security;• impair the right of any Holder of a debt security to receive payment of principal of and interest

on such Holder’s debt security on or after the due dates thereof or to institute suit for theenforcement of any payment on or with respect to such Holder’s debt security;

• if applicable to such series of debt securities, amend, change or modify in any material respectthe obligation of the Company to make and consummate a Change of Control Offer withrespect to the debt securities of such series after the occurrence of a Change of ControlTriggering Event with respect to the debt securities of such series or, after such Change ofControl Triggering Event has occurred, modify any of the provisions or definitions with respectthereto;

• change the ranking or priority of any debt security or any Guarantee that would adversely affectthe Holders thereof; or

• release any Guarantor of debt securities of such series from any of its obligations in respect ofsuch series under its Guarantee or the Indenture for such series otherwise than in accordancewith the terms of the Indenture.

Changes of the Indenture Not Requiring Approval by Holders

Other types of changes will not require any approval by Holders of the debt securities of anaffected series. These changes include modifications or amendments for the following purposes:

• to cure any ambiguity, defect or inconsistency; provided that such modification or amendmentdoes not, in the opinion of the Company, adversely affect the rights of any Holder of the debtsecurities of such series in any material respect;

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• to provide for uncertificated debt securities in addition to or in place of certificated debtsecurities;

• to provide for the assumption by a successor entity of the obligations of the Company or aGuarantor under the Indenture;

• to comply with any requirements of the SEC in order to effect or maintain the qualification ofthe Indenture under the TIA;

• to make any change that would provide any additional benefit or rights to the Holders;• to add to the covenants of the Company or a Guarantor for the benefit of the Holders of such

series of debt securities, or to surrender any right or power herein conferred upon the Companyor any Guarantor for such series;

• to secure the debt securities of such series pursuant to the requirements of ‘‘—Limitations onSecured Indebtedness’’ above, or otherwise;

• to reflect the release of a Guarantor from its obligations with respect to its Guarantee for suchseries pursuant to the provisions of the Indenture relating to the release of a Guarantor;

• to add a Guarantor with respect to any series of the debt securities;• to make any other change that in the opinion of the Company does not materially and adversely

affect the rights of any Holder under the Indenture in respect of debt securities of such series;• to add to, change or eliminate any of the provisions of the Indenture in respect of such series of

the debt securities, provided that any such addition, change or elimination (A) shall neither(i) apply to any debt security of any series created prior to the execution of such supplementalindenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holderof any such prior debt security with respect to such provision or (B) shall become effective onlywhen there is no such prior debt security outstanding;

• to evidence and provide for the acceptance of appointment under the Indenture by a successorTrustee with respect to the debt securities of such series and to add to or change any of theprovisions of the Indenture as shall be necessary to provide for or facilitate the administration ofthe trusts thereunder by more than one Trustee, pursuant to the requirements of the Indenture;or

• to establish the form or terms of debt securities of such series as permitted by the Indenture.

Changes of the Indenture Requiring Majority Approval

Any other change to the Indenture and the debt securities issued under the Indenture will requirethe following approval:

• If the change affects only the debt securities of a particular series, it must be approved by theHolders of a majority in principal amount of the outstanding debt securities of that series.

• If the change affects the debt securities of more than one series of debt securities issued underthe Indenture, it must be approved by the Holders of a majority in principal amount of eachseries of outstanding debt securities affected by the change.

The same majority approval of the Holders of a series of debt securities would be required for usto obtain a waiver of any of our covenants in the Indenture with respect to such series. Our covenantsinclude the promises we make about mergers and similar transactions, which we describe above under‘‘—Mergers and Similar Transactions.’’ If the requisite Holders approve a waiver of a covenant, we willnot have to comply with it. The Holders, however, will not be permitted to approve a waiver of anyprovision in a particular debt security, or in the Indenture as it affects that debt security, that wecannot change without the approval of the Holder of that debt security as described above under‘‘—Changes of the Indenture Requiring Each Holder’s Approval.’’

Book-entry and other indirect owners should consult their banks or brokers for information on howapproval may be granted or denied if we seek to change the Indenture or any debt securities or request awaiver.

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Special Rules for Action by HoldersWhen Holders take any action under the Indenture, such as giving a notice of Default, declaring

an acceleration, approving any change or waiver or giving the Trustee an instruction, we will apply thefollowing rules.

Only Outstanding Debt Securities Are Eligible. Only Holders of outstanding debt securities of theapplicable series will be eligible to participate in any action by Holders of debt securities of that series.Also, we will count only outstanding debt securities in determining whether the various percentagerequirements for taking action have been met. For these purposes, a debt security will not be‘‘outstanding’’:

• if it has been surrendered for cancellation or cancelled;• if we have deposited or set aside, in trust for its Holder, money for its payment or redemption;• if we have fully defeased it as described above under ‘‘—Legal Defeasance and Covenant

Defeasance’’;• if it has been exchanged for other debt securities of the same series due to mutilation,

destruction, loss or theft; or• if we or one of our Affiliates is the owner, unless the debt security is pledged under certain

circumstances described in the Indenture.

Eligible Principal Amount of Some Debt Securities. In some situations, we may follow special rulesin calculating the principal amount of a debt security that is to be treated as outstanding for thepurposes described above. This may happen, for example, if the principal amount is payable in anon-U.S. dollar currency, increases over time or is not to be fixed until maturity.

For any debt security of the kind described below, we will decide how much principal amount toattribute to the debt security as follows:

• For an Original Issue Discount Security, we will use the principal amount that would be due andpayable on the action date if the maturity of the debt security were accelerated to that datebecause of a Default;

• For a debt security whose principal amount is not determinable, we will use any amount that weindicate in the applicable prospectus supplement for that debt security. The principal amount ofa debt security may not be determinable, for example, because it is based on an index thatchanges from time to time and the principal amount is not to be determined until a later date;or

• For debt securities with a principal amount denominated in one or more non-U.S. dollarcurrencies or currency units, we will use the U.S. dollar equivalent, which we will determine.

Determining Record Dates for Action by Holders. We will generally be entitled, in thecircumstances permitted by the TIA, to set any day as a record date for the purpose of determining theHolders that are entitled to take action under the Indenture. In certain limited circumstances, only theTrustee will be entitled to set a record date for action by Holders. If we or the Trustee set a recorddate for an approval or other action to be taken by Holders, that vote or action may be taken only bypersons or entities who are Holders on the record date and must be taken during the period that wespecify for this purpose, or that the Trustee specifies if it sets the record date. We or the Trustee, asapplicable, may shorten or lengthen this period from time to time. This period, however, may notextend beyond the 180th day after the record date for the action. In addition, record dates for anyglobal debt security may be set in accordance with procedures established by the depositary from timeto time. Accordingly, record dates for global debt securities may differ from those for other debtsecurities.

Form, Exchange and Transfer of Debt Securities. Unless we indicate otherwise in the applicableprospectus supplement, the debt securities will be issued:

• only in fully registered form; and• in denominations of $1,000 and integral multiples of $1,000.

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Holders may exchange their debt securities for debt securities of the same series in any authorizeddenominations, as long as the total principal amount is not changed.

Holders may exchange or transfer their debt securities at the office of the Trustee. They will alsobe permitted to replace lost, stolen, destroyed or mutilated debt securities at that office. We haveappointed the Trustee to act as our agent for registering debt securities in the names of Holders andtransferring and replacing debt securities.

Holders will not be required to pay a service charge to transfer or exchange their debt securities,but they may be required to pay for any tax or other governmental charge associated with the exchangeor transfer. The transfer or exchange, and any replacement, will be made only if our transfer agent issatisfied with the Holder’s proof of legal ownership. The transfer agent may require an indemnitybefore replacing any debt securities.

If a debt security is issued as a global debt security, only the depositary—e.g., DTC, EuroclearBank S.A./N.V., as operator of the Euroclear system (‘‘Euroclear’’) or Clearstream Banking, societeanonyme, Luxembourg (‘‘Clearstream’’)—will be entitled to transfer and exchange the debt security asdescribed in this subsection, since the depositary will be the sole Holder of the debt security.

The rules for exchange described above apply to exchange of debt securities for other debtsecurities of the same series and kind. If a debt security is convertible into or exchangeable for othersecurities, the rules governing that type of exchange will be described in the applicable prospectussupplement.

Payment Mechanics for Debt Securities

Who Receives Payment?

If interest is due on a debt security on an interest payment date, we will pay the interest to theperson in whose name the debt security is registered at the close of business on the regular record daterelating to the interest payment date as described below under ‘‘—Payment and Record Dates forInterest.’’ If interest is due at maturity but on a day that is not an interest payment date, we will paythe interest to the person entitled to receive the principal of the debt security. If principal or anotheramount besides interest is due on a debt security at maturity, we will pay the amount to the Holder ofthe debt security against surrender of the debt security at a proper place of payment or, in the case ofa global debt security, in accordance with the applicable policies of the depositary, DTC, Euroclear orClearstream, as applicable.

Payment and Record Dates for Interest.

The dates on which interest will be payable will be specified in the applicable prospectussupplement. The regular record date relating to an interest payment date for any fixed-rate debtsecurity or floating-rate debt security will be on or about the 15th calendar day before that interestpayment date. These record dates will apply regardless of whether a particular record date is a BusinessDay. For the purpose of determining the Holder at the close of business on a regular record date whenbusiness is not being conducted, the close of business will mean 5:00 P.M., New York City time, on thatday. Except as otherwise provided, the person to whom interest shall be payable on any debt securitythat first becomes payable on a day that is not an interest payment date shall be the Holder of suchsecurity on the day such interest is paid.

Payment When Offices Are Closed.

If any payment is due on a debt security on a day that is not a Business Day, we will make thepayment on the next day that is a Business Day. Payments postponed to the next Business Day in thissituation will be treated under the Indenture as if they were made on the original due date.Postponement of this kind will not result in a

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Default under any debt security or the Indenture, and no interest will accrue on the postponed amountfrom the original due date to the next day that is a Business Day.

Paying Agent.

We may appoint one or more financial institutions to act as our paying agents, at whose designatedoffices debt securities in non-global entry form may be surrendered for payment at their maturity. Wecall each of those offices a paying agent. We may add, replace or terminate paying agents from time totime. We may also choose to act as our own paying agent. We will specify in the prospectus supplementfor the debt security the initial location of each paying agent for that debt security. We must notify theTrustee of changes in the paying agents.

Unclaimed Payments.

Regardless of who acts as paying agent, all money paid by us to a paying agent that remainsunclaimed at the end of two (2) years after the amount is due to a Holder will be repaid to us. Afterthat two-year period, the Holder may look only to us for payment and not to the Trustee, any otherpaying agent or anyone else.

Notices.

Notices to be given to Holders of a global debt security will be given only to the depositary, inaccordance with its applicable policies as in effect from time to time. Notices to be given to Holders ofdebt securities not in global form will be sent by mail to the respective addresses of the Holders as theyappear in the Trustee’s records. Neither the failure to give any notice to a particular Holder, nor anydefect in a notice given to a particular Holder, will affect the sufficiency of any notice given to anotherHolder.

Book-entry and other indirect owners should consult their banks or brokers for information on howthey will receive notices.

Satisfaction and Discharge

We may satisfy and discharge all our obligations under the Indenture with respect to debtsecurities of any series, other than our obligation to register the transfer of and exchange debtsecurities of that series, provided that we, among other things, either:

• deliver all outstanding debt securities of that series to the Trustee for cancellation; or

• all such debt securities not so delivered for cancellation have either become due and payable orwill become due and payable at their stated maturity within one year or are to be called forredemption within one year, and in the case of this bullet point, we have deposited with theTrustee in trust an amount of cash sufficient to pay the entire indebtedness of such debtsecurities, including interest to the date of such deposit (in the case of debt securities whichhave become due and payable) or to the stated maturity or applicable redemption date.

Governing Law; Waiver of Trial by Jury; Consent to Jurisdiction

The Indenture provides that it as well as the debt securities and any Guarantees will be governedby, and construed in accordance with, the laws of the State of New York as applied to contracts madeand performed within the State of New York (including, without limitation, Section 5-1401 of the NewYork General Obligations Law or any successor statute). The Indenture provides that we, anyGuarantors and the Trustee, and each Holder of a debt security by its acceptance thereof, irrevocablywaives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legalproceeding arising out of, relating to, or based on the Indenture, the debt securities or any Guaranteesor any transaction contemplated thereby.

The Indenture also provides that any legal suit, action or proceeding arising out of or based uponthe Indenture or the transactions contemplated thereby may be instituted in the federal courts of theUnited States of

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America or the courts of the State of New York, in each case located in the City of New York, andeach party to the Indenture irrevocably submits to the non-exclusive jurisdiction of such courts in anysuch suit, action or proceeding.

The Trustee

The Indenture provides that, except during the continuance of an Event of Default, the Trusteewill perform only such duties as are specifically set forth in the Indenture. During the existence of anEvent of Default that has not been cured or waived, the Trustee will exercise such rights and powersvested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudentperson would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of theTrustee, should it become a creditor of the Company, to obtain payments of claims in certain cases orto realize on certain property received in respect of any such claim as security or otherwise. Subject tothe TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trusteeacquires any conflicting interest as described in the TIA it must eliminate such conflict or resign to theextent and in the manner provided by, and subject to the provisions of, the TIA.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference ismade to the Indenture for the full definition of all such terms, as well as any other terms used hereinfor which no definition is provided.

‘‘Affiliate’’ means with respect to any specified Person, any other Person who directly or indirectlythrough one or more intermediaries controls, or is controlled by or is under common control with, suchspecified Person. The term ‘‘control’’ means the possession, directly or indirectly, of the power to director cause the direction of the management and policies of a Person, whether through the ownership ofvoting securities, by contract or otherwise; and the terms ‘‘controlling’’ and ‘‘controlled’’ have meaningscorrelative to the foregoing.

‘‘Attributable Debt’’ means, as to any particular lease under which either the Company or anyRestricted Subsidiary is at the time liable as lessee for a term of more than 12 months and at any dateas of which the amount thereof is to be determined, the total net obligations of the lessee for rentalpayments during the remaining term of the lease (excluding any period for which such lease has beenextended or may, at the option of the lessor, be extended) discounted from the respective due datesthereof to such determination date at a rate per annum equivalent to the greater of (a) the weighted-average Yield to Maturity of the debt securities and (b) the interest rate inherent in such lease (asdetermined in good faith by the Company), both to be compounded semi-annually. The net totalobligations of the lessee for rental payments under any such lease for any such period shall be theaggregate amount of the rent payable by the lessee with respect to such period after excluding amountsrequired to be paid on account of maintenance and repairs, services, insurance, taxes, assessments,water rates and similar charges and contingent rents (such as those based on sales or monetaryinflation). If any lease is terminable by the lessee upon the payment of a penalty and under the termsof the lease the termination right is not exercisable until after the determination date and the amountof such penalty discounted to the determination date as provided above is less than the net amount ofrentals payable after the time as of which such termination could occur (the ‘‘termination time’’)discounted to the determination date as provided above, then such discounted penalty amount shall beused instead of such discounted amount of net rentals payable after the termination time in calculatingthe Attributable Debt for such lease. If any lease is terminable by the lessee upon the payment of apenalty and such termination right is exercisable on the determination date and the amount of the netrentals payable under such lease after the determination date discounted to the determination date asprovided above is greater than the amount of such penalty, the ‘‘Attributable Debt’’ for such lease as ofsuch determination date shall be equal to the amount of such penalty.

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‘‘Business Day’’, when used with respect to any place of payment, means each Monday, Tuesday,Wednesday, Thursday and Friday which is not a day on which the Trustee or banking institutions inthat place of payment are authorized or obligated by law or executive order to close.

‘‘Capital Lease Obligations’’ of either the Company or any Restricted Subsidiary means theobligations of such Person under a lease that are required to be classified and accounted for as capitallease obligations under GAAP and, for purposes of this definition, the amount of such obligations atany date shall be the capitalized amount of such obligations at such date determined in accordancewith generally accepted accounting principles.

‘‘Capital Stock’’ means(1) with respect to any Person that is a corporation, any and all shares of corporate stock of such

Person;(2) with respect to any Person that is an association or business entity, any and all shares,

interests, participations, rights or other equivalents (however designated and whether or notvoting) of corporate stock of such Person;

(3) with respect to any Person that is a partnership or limited liability company, any and allpartnership or membership interests (whether general or limited) of such Person; and

(4) with respect to any other Person, any other interest or participation that confers on a Personthe right to receive a share of the profits, losses of, or distributions of assets of, the issuingPerson.

‘‘Change of Control’’ means the occurrence of one or more of the following events:(1) any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act

(a ‘‘Group’’), other than one or more Permitted Holders, becomes the beneficial owner (asdefined under Rule 13d-3 or any successor rule or regulation promulgated under theExchange Act, except that a Person will be deemed to have ‘‘beneficial ownership’’ of allsecurities that such Person has the right to acquire, whether such right is exercisableimmediately or only after the passage of time) of more than 50% of the total voting power ofthe Company’s Capital Stock;

(2) there is consummated any sale, lease, exchange or other transfer (in one transaction or aseries of related transactions) of all or substantially all of the assets of the Company and itsSubsidiaries taken as a whole to any Person or Group, together with any Affiliates thereof(whether or not otherwise in compliance with the provisions of the Indenture), other than anytransfer to (x) the Company or one or more Subsidiaries of the Company or (y) any Person ofwhich more than 50% of the voting power of such Person’s Capital Stock is owned directly orindirectly by one or more Permitted Holders;

(3) there is consummated any consolidation or merger of the Company in which the Company isnot the continuing or surviving Person or pursuant to which the Capital Stock of the Companywould be converted into cash, securities or other property, other than a merger orconsolidation of the Company (x) in which the holders of the Capital Stock of the Companyoutstanding immediately prior to the consolidation or merger hold, directly or indirectly, atleast a majority of the Capital Stock of the surviving corporation immediately after suchconsolidation or merger or (y) with any Person of which more than 50% of the voting powerof such Person’s Capital Stock is owned directly or indirectly by one or more PermittedHolders;

(4) the approval by the holders of Capital Stock of the Company of any plan or proposal for theliquidation or dissolution of the Company (whether or not otherwise in compliance with theprovisions of the Indenture);

(5) during any period of two (2) consecutive years, individuals who at the beginning of suchperiod constituted the Governing Body of the Company (together with any new directors ormanagers whose election by such Governing Body or whose nomination for election by theequity-holders of the Company was approved either (x) pursuant to a vote of a majority of thedirectors or managers

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then still in office who were either directors or managers at the beginning of such period orwhose election or nomination for election was previously so approved or (y) by the PermittedHolders) cease for any reason to constitute a majority of the Governing Body of the Companythen in office; or

(6) the first day on which CNHI (including, for the avoidance of doubt, its successors in interest,whether by merger, consolidation, sale of assets or otherwise) fails to own, either directly orindirectly, through one or more Subsidiaries, more than 50% of the total voting power of theCompany’s Capital Stock.

‘‘Change of Control Triggering Event’’, with respect to the debt securities of a series, means both(i) a Change of Control shall have occurred and (ii) either (x) the debt securities of that series shallnot have Investment Grade Status at the time of the occurrence of such Change of Control and shallnot have obtained Investment Grade Status within 30 days after public notice of the occurrence of suchChange of Control or (y) the debt securities of that series shall have Investment Grade Status at thetime of the occurrence of such Change of Control but a Rating Decline shall have occurred and, aftergiving effect to such Rating Decline, the debt securities of that series shall cease to have InvestmentGrade Status.

‘‘Consolidated Net Tangible Assets’’ means, at any date, the total assets (net of applicable reserves)appearing on the most recent consolidated balance sheet of the Company and its RestrictedSubsidiaries (excluding assets of any Securitization Subsidiaries, as reflected in the table relating toconsolidated variable interest entities accompanying such balance sheet) at the end of the fiscal quarterof the Company ending not more than 135 days prior to such date, prepared in accordance withgenerally accepted accounting principles, after deducting therefrom (a) all current liabilities (due withinone year) of the Company and such Restricted Subsidiaries reflected on such balance sheet (excludingcurrent liabilities of any Securitization Subsidiaries, as reflected in the table relating to consolidatedvariable interest entities accompanying such balance sheet) and (b) all Intangible Assets and relatedliabilities of the Company and such Restricted Subsidiaries reflected on such balance sheet (excludingIntangible Assets and related liabilities of any Securitization Subsidiaries, as reflected in the tablerelating to consolidated variable interest entities accompanying such balance sheet).

‘‘Default’’ means an event or condition the occurrence of which is, or with the lapse of time or thegiving of notice or both with respect to which, would be, an Event of Default.

‘‘GAAP’’ or ‘‘generally accepted accounting principles’’ means, with respect to any computationrequired or permitted hereunder for a series of the debt securities, such accounting principles as aregenerally accepted in the United States of America as in effect on the relevant Issue Date for suchseries of the debt securities.

‘‘Governing Body’’ means, as to any Person, the board of directors, board of managers or othergoverning body of such Person or any duly authorized committee thereof.

‘‘Guarantee’’ has the meaning set forth under ‘‘—Guarantees.’’

‘‘Guarantor’’ means (i) with respect to each series of debt securities, each of CNH IndustrialCapital America LLC and New Holland Credit Company, LLC (unless otherwise provided bysupplemental indenture with respect to specific series of the debt securities pursuant to the Indenture),and (ii) with respect to the applicable series of debt securities, each Person that becomes a Guarantorof such series pursuant to the provisions of the Indenture governing the addition of Guarantors, ineach case (i) and (ii) until the Guarantee of such Person has been released in accordance with theprovisions of the Indenture.

‘‘Hedging Transaction’’ means any transaction to hedge interest rate, currency, commodity and/orequity risks and exposures, including a rate swap transaction, swap option, basis swap, forward ratetransaction, commodity swap, commodity option, equity or equity index swap, equity or equity indexoption, bond option, interest rate option, foreign exchange transaction, cap transaction, floortransaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currencyoption, credit protection transaction, credit

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swap, credit default swap, credit default option, total return option, credit spread transaction,repurchase transaction, reverse repurchase transaction, security lending transaction, buy/sell-backtransaction, agreement for the purchase, sale or transfer of any commodity or any other commoditytrading transaction or any other similar transaction (including any option with respect to any of thesetransactions) or any combination of these transactions or any transactions similar to the transactionsdescribed above.

‘‘Holder’’ means any registered holder, from time to time, of any debt securities.

‘‘Indebtedness’’ means, at any date, without duplication, (i) all obligations for borrowed money ofthe Company or a Restricted Subsidiary of the Company or any other indebtedness of the Company ora Restricted Subsidiary of the Company, evidenced by bonds, debentures, notes or other similarinstruments, maturing more than 12 months after the time of computation thereof, (ii) guarantees ofany such obligations or indebtedness or of dividends of others (except guarantees in connection withthe sale or discount of accounts receivable, trade acceptances and other commercial paper arising inthe ordinary course of business), (iii) in the case of any Restricted Subsidiary all Preferred Stock ofsuch Restricted Subsidiary and (iv) all Capital Lease Obligations; provided, however, that in each suchcase, obligations and other indebtedness of the Company or a Restricted Subsidiary of the Companyincurred as a part of a Securitization Transaction shall not constitute Indebtedness.

‘‘Intangible Assets’’ means, at any date, the value (net of any applicable reserves), as shown on orreflected in the most recent consolidated balance sheet of the Company and its Restricted Subsidiariesas at the end of the fiscal quarter of the Company ending not more than 135 days prior to such date,prepared in accordance with generally accepted accounting principles, of: (i) all trade names,trademarks, licenses, patents, copyrights, service marks, goodwill and other like intangibles;(ii) organizational and development costs; (iii) deferred charges (other than prepaid items such asinsurance, taxes, interest, commissions, rents, deferred interest waiver, compensation and similar itemsand tangible assets being amortized); and (iv) unamortized debt discount and expense, less unamortizedpremium.

‘‘Investment Grade Rating’’ means a rating equal to or higher than Baa3 (or the equivalent) byMoody’s and BBB� (or the equivalent) by S&P or an equivalent rating by any Successor RatingAgency.

‘‘Investment Grade Status’’, in respect of any series of debt security, means that the debt securitiesof such series shall have an Investment Grade Rating from both Rating Agencies, provided that noDefault or Event of Default has occurred and is continuing.

‘‘Issue Date’’ with respect to a series of the debt securities means the date of initial issuance ofthat series of debt securities.

‘‘Lien’’ means, with respect to any asset or property, any mortgage, lien, pledge, charge, securityinterest or encumbrance of any kind in respect of such asset or property, whether or not filed, recordedor otherwise perfected under applicable law (including any conditional sale or other title retentionagreement or lease in the nature thereof); provided, that in no event shall an operating lease bedeemed to constitute a Lien.

‘‘Moody’s’’ means Moody’s Investors Service, Inc., or any successor thereto.

‘‘Original Issue Discount Security’’ means any debt security which provides for an amount less thanthe principal amount thereof to be due and payable upon a declaration of acceleration of the maturitythereof pursuant to the Indenture.

‘‘Parent’’ means, with respect to any Person, any other Person of which such Person is a direct orindirect Subsidiary.

‘‘Parent Support Agreement’’ means the Support Agreement, dated November 4, 2011, betweenCNH Capital LLC and CNH Global N.V., relating to certain financial support provided by CNHGlobal N.V. to CNH

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Capital LLC, as supplemented by that certain Supplemental Support Agreement, dated September 27,2013, by and among CNH Industrial Capital LLC, CNH Global N.V. and CNH Industrial N.V.

‘‘Permitted Holders’’ means each of:

(a) CNHI (including, for the avoidance of doubt, its successors in interest, whether by merger,consolidation, sale of assets or otherwise);

(b) any Person that is a Subsidiary of CNHI (including, for the avoidance of doubt, its successorsin interest, whether by merger, consolidation, sale of assets or otherwise) for so long as suchPerson continues to be a Subsidiary of CNHI; and

(c) any Parent of CNHI (including, for the avoidance of doubt, its successors in interest, whetherby merger, consolidation, sale of assets or otherwise) (provided that in the case of thisclause (c), at all times, the Company shall also be a direct or indirect Subsidiary of CNHI(including, for the avoidance of doubt, its successors in interest, whether by merger,consolidation, sale of assets or otherwise)).

‘‘Person’’ means an individual, partnership, corporation, limited liability company, unincorporatedorganization, trust, joint venture or government or any agency or political subdivision thereof.

‘‘Preferred Stock’’ of any Person means any Capital Stock of such Person that has preferentialrights to any other Capital Stock of such Person with respect to dividends or redemptions or uponliquidation.

‘‘Rating Agencies’’ mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor RatingAgency (as defined below) shall cease to be in the business of providing rating services for debtsecurities generally, the Company shall be entitled to replace any such Rating Agency or SuccessorRating Agency, as the case may be, which has ceased to be in the business of providing rating servicesfor debt securities generally with a security rating agency which is in the business of providing ratingservices for debt securities generally and which is nationally recognized in the United States (suchrating agency, a ‘‘Successor Rating Agency’’).

‘‘Rating Decline’’, in respect of any series of debt securities, shall be deemed to occur if, within60 days after public notice of the occurrence of a Change of Control (which period shall be extendedto up to 180 days after public notice of the occurrence of a Change of Control so long as the rating ofsuch series of debt securities is under publicly announced consideration for possible downgrade as aresult of the occurrence of such Change of Control by either of the Rating Agencies), the rating ofsuch series of debt securities by either Rating Agency shall be decreased.

‘‘Receivables’’ means any right of payment from or on behalf of any obligor, whether constitutingan account, chattel paper, instrument, general intangible or otherwise, arising from the financing by theCompany or any Subsidiary of the Company of property or services, and monies due thereunder,security interests in the property and services financed thereby and any and all other related rights.

‘‘Restricted Subsidiary’’, in respect of a series of the debt securities, means any Subsidiary of theCompany that is not an Unrestricted Subsidiary in respect of such series of debt securities. Unlessotherwise specified in the applicable prospectus supplement, as of the Issue Date in respect of suchseries of debt securities, each of the following Subsidiaries of the Company will be a RestrictedSubsidiary: CNH Industrial Capital America, CNH Industrial Capital Canada and New Holland Credit.

‘‘S&P’’ means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or anysuccessor thereto.

‘‘Secured Indebtedness’’ means Indebtedness which is secured by any Lien on, any asset orproperty (whether owned on the relevant Issue Date in respect of the debt securities of a series orthereafter acquired or created) of the Company or of a Restricted Subsidiary.

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‘‘Securitization Subsidiary’’, in respect of any series of debt security, means a Subsidiary of theCompany (a) which is formed for the purpose of effecting one or more Securitization Transactions andengaging in other activities reasonably related thereto and (b) as to which no portion of theindebtedness or any other obligations of which (i) is guaranteed by the Company or any RestrictedSubsidiary in respect of such series of debt securities, or (ii) subjects any property or assets of theCompany or any Restricted Subsidiary in respect of such series of debt securities, directly or indirectly,contingently or otherwise, to any Lien, other than pursuant to representations, warranties andcovenants (including those related to servicing) entered into in the ordinary course of business inconnection with a Securitization Transaction and affiliate notes and other forms of capital or creditsupport relating to the transfer or sale of Receivables or asset-backed securities to such SecuritizationSubsidiary and customarily necessary or desirable in connection with such transactions.

‘‘Securitization Transaction’’ means any transaction or series of transactions that have been or maybe entered into by the Company or any of its Subsidiaries in connection with or reasonably related to atransaction or series of transactions in which the Company or any of its Subsidiaries may sell, convey orotherwise transfer to (i) a Securitization Subsidiary or (ii) any other Person, or may grant a securityinterest in, any Receivables or asset-backed securities or interest therein (whether such Receivables orsecurities are then existing or arising in the future) of the Company or any of its Subsidiaries, and anyassets related thereto, including, without limitation, all security interests in the property or servicesfinanced thereby, the proceeds of such Receivables or asset-backed securities and any other assetswhich are sold or in respect of which security interests are granted in connection with securitizationtransactions involving such assets.

‘‘Significant Subsidiary’’ means, with respect to any Person, any Subsidiary of such Person thatsatisfies the criteria for a ‘‘significant subsidiary’’ set forth in Rule 1-02(w) of Regulation S-X under theSecurities Act, as such Regulation is in effect on the Issue Date.

‘‘Subsidiary,’’ with respect to any Person, means:

(1) any corporation of which the outstanding Capital Stock having at least a majority of the votesentitled to be cast in the election of directors or managers under ordinary circumstances shallat the time be owned, directly or indirectly, by such Person or

(2) any other Person of which at least a majority of the voting interest under ordinarycircumstances is at the time, directly or indirectly, owned by such Person.

‘‘Unrestricted Subsidiary’’ means, in respect of any series of debt securities:

(1) any Subsidiary of the Company that at the time of determination shall be designated anUnrestricted Subsidiary by the Governing Body of the Company in the manner providedbelow;

(2) any Subsidiary of an Unrestricted Subsidiary in respect of such series of debt security; and

(3) any successor by merger or consolidation of an Unrestricted Subsidiary in respect of suchseries of debt security unless such merger or consolidation is with a Restricted Subsidiary;

provided that, unless otherwise specified in the applicable prospectus supplement, each Subsidiary of theCompany in existence on the Issue Date in respect of such series of debt security, other than CNHIndustrial Capital America, CNH Industrial Capital Canada and New Holland Credit, shall beconsidered an Unrestricted Subsidiary in respect of such series of debt security.

The Governing Body of the Company may designate any Subsidiary of the Company (including anynewly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary in respect of any series ofdebt security unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtednessof, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that isnot a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be sodesignated has total assets of $1,000 or less.

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The Governing Body of the Company may designate any Unrestricted Subsidiary in respect of anyseries of debt security to be a Restricted Subsidiary in respect of any series of debt security; provided,however, that immediately after giving effect to such designation, no Default shall have occurred and becontinuing. Any such designation by the Governing Body shall be evidenced to the Trustee by promptlyfiling with the Trustee a copy of the resolution of the Governing Body giving effect to such designationand an officers’ certificate certifying that such designation complied with the foregoing provisions.

‘‘Yield to Maturity’’ means the yield to maturity, calculated at the time of issuance of the debtsecurities calculated in accordance with generally accepted financial practice.

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LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

In this section, we describe special considerations that will apply to registered securities issued inglobal—i.e., book-entry—form. First, we describe the difference between legal ownership and indirectownership of registered securities. Then we describe special provisions that apply to global securities.When we use the term ‘‘securities’’ in this section, we mean the debt securities we may offer with thisprospectus.

Who is the Legal Owner of a Registered Security?

Each security in registered form will be represented either by a certificate issued in definitive formto a particular investor or by one or more global securities representing such securities. We refer tothose who have securities registered in their own names, on the books that we or the trustee maintainfor this purpose, as the ‘‘holders’’ of those securities. These persons are the legal holders of thesecurities. We refer to those who, indirectly through others, own beneficial interests in securities thatare not registered in their own names as indirect owners of those securities. As we discuss below,indirect owners are not legal holders, and investors in securities issued in book-entry form or in streetname will be indirect owners.

Book-Entry Owners

The form of the debt security will be specified in the applicable prospectus supplement. A securityissued in book-entry form will be represented by one or more global securities registered in the nameof a financial institution that holds them as depositary on behalf of other financial institutions thatparticipate in the depositary’s book-entry system. These participating institutions, in turn, holdbeneficial interests in the securities on behalf of themselves or their customers.

Under the debt indenture, only the person in whose name a security is registered on the records ofthe registrar is recognized as the holder of that security. Consequently, for securities issued in globalform, we will recognize only the depositary described below under ‘‘—What is a Global Security?’’ asthe holder of the securities and we will make all payments on the securities, including deliveries of anyproperty other than cash, to that depositary. The depositary passes along the payments it receives to itsparticipants, which in turn pass the payments along to their customers who are the beneficial owners.The depositary and its participants do so under agreements they have made with one another or withtheir customers; they are not obligated to do so under the terms of the securities.

As a result, investors will not own securities directly. Instead, they will own beneficial interests in aglobal security, through a bank, broker or other financial institution that participates in the depositary’sbook-entry system or holds an interest through a participant. As long as the securities are issued inglobal form, investors will be indirect owners, and not holders, of the securities.

Street Name Owners

We may terminate an existing global security or issue securities initially in non-global form. Inthese cases, investors may choose to hold their securities in their own names or in street name.Securities held by an investor in street name would be registered in the name of a bank, broker orother financial institution that the investor chooses, and the investor would hold only a beneficialinterest in those securities through an account he or she maintains at that institution.

For securities held in street name, we will recognize only the intermediary banks, brokers andother financial institutions in whose names the securities are registered as the holders of thosesecurities and we will make all payments on those securities, including deliveries of any property otherthan cash, to them. These institutions pass along the payments they receive to their customers who arethe beneficial owners, but only because they agree to do so in their customer agreements or becausethey are legally required to do so. Investors who hold securities in street name will be indirect owners,not holders, of those securities.

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Legal Holders

Our obligations, as well as the obligations of the trustee under the debt indenture and theobligations, if any, of any third parties employed by us or the trustee, run only to the holders of thesecurities. We do not have obligations to investors who hold beneficial interests in global securities, instreet name or by any other indirect means. This will be the case whether an investor chooses to be anindirect owner of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no furtherresponsibility for that payment or notice even if that holder is required, under agreements withdepositary participants or customers or by law, to pass it along to the indirect owners but does not doso. Similarly, if we want to obtain the approval of the holders for any purpose—for example, to amendthe debt indenture for a series of securities or to relieve us of the consequences of a default or of ourobligation to comply with a particular provision of the indenture—we would seek the approval onlyfrom the holders, and not the indirect owners, of the relevant securities. Whether and how the holderscontact the indirect owners is up to the holders.

When we refer to ‘‘you’’ in this prospectus, we mean all purchasers of the securities being offeredby this prospectus, whether they are the holders or indirect owners of those securities. When we referto ‘‘your securities’’ in this prospectus, we mean the securities in which you will hold a direct or indirectinterest.

Special Considerations for Indirect Owners

If you hold securities through a bank, broker or other financial institution, either in book-entryform or in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

• whether it imposes fees or charges;

• how it would handle a request for the holders’ consent, if ever required;

• whether and how you can instruct it to send you securities registered in your own name so youcan be a holder, if that is permitted in the future;

• how it would exercise rights under the securities if there were a default or other event triggeringthe need for holders to act to protect their interests; and

• if the securities are in book-entry form, how the depositary’s rules and procedures will affectthese matters.

What is a Global Security?

The form of the debt security will be specified in the applicable prospectus supplement. A securityissued in book-entry form will be represented by a global security that we deposit with and register inthe name of one or more financial institutions or clearing systems, or their nominees, which we select.A financial institution or clearing system that we select for any security for this purpose is called the‘‘depositary’’ for that security. A security will usually have only one depositary but it may have more.Each series of securities will have one or more of the following as the depositaries:

• The Depository Trust Company, New York, New York, which is known as ‘‘DTC’’;

• Euroclear System, which is known as ‘‘Euroclear’’;

• Clearstream Banking, societe anonyme, Luxembourg, which is known as ‘‘Clearstream’’; and

• any other clearing system or financial institution named in the applicable prospectus supplement.

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The depositaries named above may also be participants in one another’s systems. Thus, for example,if DTC is the depositary for a global security, investors may hold beneficial interests in that securitythrough Euroclear or Clearstream, as DTC participants. The depositary or depositaries for your securitieswill be named in your prospectus supplement; if none is named, the depositary will be DTC.

A global security may represent one or any other number of individual securities. Generally, allsecurities represented by the same global security will have the same terms. We may, however, issue aglobal security that represents multiple securities of the same kind, such as debt securities, that havedifferent terms and are issued at different times. We call this kind of global security a master globalsecurity. Your prospectus supplement will not indicate whether your securities are represented by amaster global security.

A global security may not be transferred to or registered in the name of anyone other than thedepositary or its nominee, unless special termination situations arise. We describe those situationsbelow under ‘‘—Holder’s Option to Obtain a Non-Global Security: Special Situations When a GlobalSecurity Will Be Terminated.’’ As a result of these arrangements, the depositary, or its nominee, will bethe sole registered owner and holder of all securities represented by a global security, and investors willbe permitted to own only indirect interests in a global security. Indirect interests must be held bymeans of an account with a broker, bank or other financial institution that in turn has an account withthe depositary or with another institution that does. Thus, an investor whose security is represented bya global security will not be a holder of the security, but only an indirect owner of an interest in theglobal security.

If the prospectus supplement for a particular security indicates that the security will be issued inglobal form only, then the security will be represented by a global security at all times unless and untilthe global security is terminated. We describe the situations in which this can occur below under‘‘—Holder’s Option to Obtain a Non-Global Security: Special Situations When a Global Security WillBe Terminated.’’ If termination occurs, we may issue the securities through another book-entry clearingsystem or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global SecuritiesAs an indirect owner, an investor’s rights relating to a global security will be governed by the rules of

the depositary and those of the investor’s bank, broker, financial institution or other intermediary throughwhich it holds its interest (e.g., Euroclear or Clearstream, if DTC is the depositary), as well as generallaws relating to securities transfers. We do not recognize this type of investor or any intermediary as aholder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only in the form of a global security, an investor should be aware of thefollowing:

• An investor cannot cause the securities to be registered in his or her own name, and cannotobtain non-global certificates for his or her interest in the securities, except in the specialsituations we describe below;

• An investor will be an indirect holder and must look to his or her own bank, broker or otherfinancial institution for payments on the securities and protection of his or her legal rightsrelating to the securities, as we describe above under ‘‘—Who is the Legal Owner of aRegistered Security?’’;

• An investor may not be able to sell interests in the securities to some insurance companies andother institutions that are required by law to own their securities in non-book-entry form;

• An investor may not be able to pledge his or her interest in a global security in circumstanceswhere certificates representing the securities must be delivered to the lender or other beneficiaryof the pledge in order for the pledge to be effective;

• The depositary’s policies will govern payments, deliveries, transfers, exchanges, notices and othermatters relating to an investor’s interest in a global security, and those policies may change fromtime to time. We and the trustee will have no responsibility for any aspect of the depositary’spolicies, actions or records of ownership interests in a global security. Neither we nor the trusteesupervise the depositary in any way;

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• The depositary may require that those who purchase and sell interests in a global security withinits book-entry system use immediately available funds, and your bank, broker or other financialinstitution may require you to do so as well; and

• Financial institutions that participate in the depositary’s book-entry system and through which aninvestor holds its interest in the global securities, directly or indirectly, may also have their ownpolicies affecting payments, deliveries, transfers, exchanges, notices and other matters relating tothe securities, and those policies may change from time to time. For example, if you hold aninterest in a global security through Euroclear or Clearstream, when DTC is the depositary,Euroclear or Clearstream, as applicable, may require those who purchase and sell interests inthat security through them to use immediately available funds and comply with other policiesand procedures, including deadlines for giving instructions as to transactions that are to beeffected on a particular day. There may be more than one financial intermediary in the chain ofownership for an investor. We do not monitor and are not responsible for the policies or actionsor records of ownership interests of any of those intermediaries.

Holder’s Option to Obtain a Non-Global Security: Special Situations When a Global Security Will BeTerminated

If we issue any series of securities in book-entry form, in a few special situations described below,a global security will be terminated and interests in it will be exchanged for certificates in non-globalform representing the securities it represented. After that exchange, the choice of whether to hold thesecurities directly or in street name will be up to the investor. Investors must consult their own banks,brokers or other financial institutions, to find out how to have their interests in a global securitytransferred on termination to their own names, so that they will be holders. We have described therights of holders and street name investors above under ‘‘—Who is the Legal Owner of a RegisteredSecurity?’’

Unless otherwise set forth in the applicable prospectus supplement or pricing supplement, thespecial situations for termination of a global security are as follows:

• if the depositary notifies us that it is unwilling, unable or no longer qualified to continue asdepositary for that global security;

• if we determine and notify the trustee that we wish to terminate that global security; or

• if an event of default has occurred with regard to these securities and has not been cured orwaived and the depositary notifies the Trustee and the registrar of its decision to exchange theglobal certificates for certificates in non-global form.

If a global security is terminated, only the depositary, and not we or the trustee for any securities,is responsible for deciding the names of the institutions in whose names the securities represented bythe global security will be registered and, therefore, who will be the holders of those securities.

Considerations Relating to DTC

DTC has informed us as follows:

DTC is a limited-purpose trust company organized under the New York Banking Law, a ‘‘bankingorganization’’ within the meaning of the New York Banking Law, a member of the Federal ReserveSystem, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code anda ‘‘clearing agency’’ registered pursuant to the provisions of Section 17A of the Exchange Act. DTCholds securities that DTC’s participants (‘‘direct participants’’) deposit with DTC. DTC also facilitatesthe post-trade settlement among direct participants of sales and other securities transactions indeposited securities through electronic computerized book-entry transfers and pledges between directparticipants’ accounts. This eliminates the need for physical movement of securities certificates. Directparticipants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,clearing corporations, and certain other organizations. DTC is a wholly owned

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subsidiary of The Depository Trust & Clearing Corporation (‘‘DTCC’’). DTCC is the holding companyfor DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all ofwhich are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Accessto the DTC system is also available to others such as both U.S. and non-U.S. securities brokers anddealers, banks, trust companies and clearing corporations that clear through or maintain a custodialrelationship with a DTC participant, either directly or indirectly. The DTC rules applicable to itsparticipants are on file with the SEC.

Purchases of securities within the DTC system must be made by or through direct participants, whichwill receive a credit for the securities on DTC’s records. The ownership interest of each actual purchaserof each security is in turn to be recorded on the direct and indirect participants’ records, includingEuroclear and Clearstream. Beneficial owners will not receive written confirmation from DTC of theirpurchases. Beneficial owners are expected to receive written confirmations providing details of thetransaction, as well as periodic statements of their holdings, from the direct or indirect participantthrough which the beneficial owner entered into the transaction. Transfers of ownership interests in thesecurities are to be accomplished by entries made on the books of direct or indirect participants acting onbehalf of beneficial owners. Beneficial owners will not receive certificates representing their ownershipinterests in the securities, except in the limited circumstances described above under ‘‘—Holder’s Optionto Obtain a Non-Global Security: Special Situations When a Global Security Will Be Terminated.’’

To facilitate subsequent transfers, all securities deposited by direct participants with DTC will beregistered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may berequested by an authorized representative of DTC. The deposit of securities with DTC and theirregistration in the name of Cede & Co. or such other nominee will not effect any change in beneficialownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities;DTC’s records reflect only the identity of the direct participants to whose accounts such securities arecredited, which may or may not be the beneficial owners. The direct and indirect participants areresponsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to its direct participants, by its directparticipants to indirect participants, and by its direct and indirect participants to beneficial owners ofthe securities will be governed by arrangements among them respectively, subject to any statutory orregulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the securities within an issue are beingredeemed, DTC will determine by lot the amount of the interest of each direct participant in such issueto be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will itself consent or vote with respectto the securities unless authorized by a direct participant in accordance with DTC’s MMI procedures.Under its usual procedures, DTC mails an omnibus proxy to us as soon as possible after the record date.The omnibus proxy assigns Cede & Co.’s consenting rights to those direct participants to whose accountssuch securities are credited on the record date (identified in a listing attached to the omnibus proxy).

Redemption proceeds and distribution payments on the securities will be made to Cede & Co., orsuch other nominee as may be requested by an authorized representative of DTC. DTC’s practice is tocredit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail informationfrom us or our agent, on the relevant payment date in accordance with their respective holdings shownon DTC’s records. Payments by participants to beneficial owners will be governed by standing instructionsand customary practices, as is the case with securities held for the accounts of customers in bearer formor registered in ‘‘street name,’’ and will be the responsibility of such participants and not of DTC, therelevant agent or us, subject to any statutory or regulatory requirements as may be in effect from time totime. Payment of redemption proceeds and distributions to Cede & Co. (or such other nominee as maybe requested by an authorized representative of DTC) is the responsibility of us or our agent,disbursements of such payments to direct participants are the responsibility of DTC, and disbursementsof such payments to the beneficial owners are the responsibility of direct and indirect participants.

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DTC may discontinue providing its services as depositary with respect to the securities at any timeby giving reasonable notice to us or our agent. Under such circumstances, in the event that a successordepository is not obtained, security certificates are required to be printed and delivered.

We may decide to discontinue use of the system of book-entry-only transfers through DTC (or asuccessor securities depository). In that event, security certificates will be printed and delivered toDTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtainedfrom sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof.We do not have any responsibility for the performance by DTC or its participants of their respectiveobligations as described herein or under the rules and procedures governing their respective operations.

Considerations Relating to Euroclear and Clearstream

Euroclear and Clearstream are securities clearance systems in Europe. Both systems clear andsettle securities transactions between their participants through electronic, book-entry delivery ofsecurities against payment.

Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is thedepositary for a global security, Euroclear and Clearstream may hold interests in the global security asparticipants in DTC.

As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold aninterest in the global security only through an organization that participates, directly or indirectly, inEuroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and thereis no depositary in the United States, you will not be able to hold interests in that global securitythrough any securities clearance system in the United States.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities madethrough Euroclear or Clearstream must comply with the rules and procedures of those systems. Thosesystems could change their rules and procedures at any time. We have no control over those systems ortheir participants and we take no responsibility for their activities. Transactions between participants inEuroclear or Clearstream, on the one hand, and participants in DTC, on the other hand, when DTC isthe depositary, would also be subject to DTC’s rules and procedures.

Special Timing Considerations Relating to Transactions in Euroclear and Clearstream

Investors will be able to make and receive through Euroclear and Clearstream payments,deliveries, transfers, exchanges, notices and other transactions involving any securities held throughthose systems only on days when those systems are open for business. Those systems may not be openfor business on days when banks, brokers and other financial institutions are open for business in theUnited States.

In addition, because of time-zone differences, U.S. investors who hold their interests in thesecurities through these systems and wish to transfer their interests, or to receive or make a payment ordelivery or exercise any other right with respect to their interests, on a particular day may find that thetransaction will not be effected until the next business day in Luxembourg or Brussels, as applicable.Thus, investors who wish to exercise rights that expire on a particular day may need to act before theexpiration date. In addition, investors who hold their interests through both DTC and Euroclear orClearstream may need to make special arrangements to finance any purchases or sales of their interestsbetween the U.S. and European clearing systems, and those transactions may settle later than would bethe case for transactions within one clearing system.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The material U.S. federal income tax consequences relating to the purchase and ownership of anyseries of debt securities offered by this prospectus will be set forth in the applicable prospectussupplement.

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EMPLOYEE RETIREMENT INCOME SECURITY ACTA fiduciary of a pension, profit-sharing or other employee benefit plan governed by the Employee

Retirement Income Security Act of 1974, as amended (‘‘ERISA’’) (each, a ‘‘Plan’’), should consider thefiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing aninvestment in the securities offered hereunder. Among other factors, the fiduciary should considerwhether the investment would satisfy the prudence and diversification requirements of ERISA and wouldbe consistent with the documents and instruments governing the Plan, and whether the investment wouldinvolve a prohibited transaction under ERISA or the U.S. Internal Revenue Code, as amended (the‘‘Code’’).

Section 406 of ERISA and Section 4975 of the Code prohibit Plans that are subject to Title I ofERISA and plans described in Section 4975(e)(1) of the Code (including, without limitation, individualretirement accounts, Keogh plans and any other plans that are subject to Section 4975 of the Code(also ‘‘Plans’’)), from engaging in certain transactions involving ‘‘plan assets’’ with persons who are‘‘parties in interest’’ under ERISA or ‘‘disqualified persons’’ under the Code with respect to the Plan.A violation of these prohibited transaction rules may result in excise tax or other liabilities underERISA or the Code for those persons, unless exemptive relief is available under an applicablestatutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans(as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA)and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (‘‘Non-ERISA Arrangements’’) are notsubject to the requirements of Section 406 of ERISA or Section 4975 of the Code but may be subjectto similar provisions under applicable federal, state, local, non-U.S. or other laws (‘‘Similar Laws’’).

The acquisition of the securities that we may offer by a Plan or any entity whose underlying assetsinclude ‘‘plan assets’’ by reason of any Plan’s investment in the entity (a ‘‘Plan Asset Entity’’) withrespect to which we or certain of our affiliates is or becomes a party in interest or disqualified personmay result in a prohibited transaction under ERISA or Section 4975 of the Code, unless thosesecurities are acquired pursuant to an applicable exemption. CNH Industrial Capital LLC, directly orthrough its affiliates, may be considered a ‘‘party in interest’’ or a ‘‘disqualified person’’ to a largenumber of Plans. A purchase of offered securities by any such Plan may constitute or result in aprohibited transaction under ERISA or Section 4975 of the Code, unless the offered securities areacquired pursuant to and in accordance with an applicable exemption. The U.S. Department of Laborhas issued five prohibited transaction class exemptions, or ‘‘PTCEs’’, that may provide exemptive reliefif required for direct or indirect prohibited transactions that may arise from the purchase or holding ofa security offered hereunder. These exemptions are PTCE 84-14 (for certain transactions determined byindependent qualified professional asset managers), PTCE 90-1 (for certain transactions involvinginsurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bankcollective investment funds), PTCE 95-60 (for transactions involving certain insurance company generalaccounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISASection 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase andsale of the securities offered hereby, provided that neither CNH Industrial Capital LLC nor any of itsaffiliates have or exercise any discretionary authority or control or render any investment advice withrespect to the assets of any Plan involved in the transaction, and provided further that the Plan pays nomore and receives no less than ‘‘adequate consideration’’ in connection with the transaction (the‘‘service provider exemption’’). There can be no assurance that all of the conditions of any suchexemptions will be satisfied. The assets of a Plan may include the assets held in the general account ofan insurance company that are deemed to be ‘‘plan assets’’ under ERISA.

Any purchaser or holder of any security offered hereunder or any interest therein will be deemedto have represented by its purchase and holding of the security that either (1) it is not a Plan, a PlanAsset Entity or a Non-ERISA Arrangement and is not purchasing the security on behalf of or with theassets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) the purchase and holding ofthe security will not constitute or result in a non-exempt prohibited transaction or a similar violationunder any applicable Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involvedin non-exempt prohibited transactions, it is important that fiduciaries or other persons consideringpurchasing the

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securities offered hereunder on behalf of or with the assets of any Plan, a Plan Asset Entity orNon-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief underany of the PTCEs listed above, the service provider exemption or the potential consequences of anypurchase or holding under Similar Laws, as applicable. Purchasers of the securities offered hereunderhave exclusive responsibility for ensuring that their purchase and holding of the securities do notviolate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions ofSimilar Laws. The sale of any security offered hereunder to a Plan, Plan Asset Entity or Non-ERISAArrangement is in no respect a representation by us or any of our affiliates or representatives that suchan investment meets all relevant legal requirements with respect to investments by any such Plans, PlanAsset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity orNon-ERISA Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities orNon-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISAArrangement.

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PLAN OF DISTRIBUTION

We may offer and sell these securities directly or through one or more underwriters, dealers andagents, directly to purchasers, in competitively bid transactions or through a combination of any ofthese methods of sale, on an immediate, continuous or delayed basis.

We will identify any underwriters, dealers or agents and describe their compensation in connectionwith the sale of offered securities in the applicable prospectus supplement, pricing supplement or termsheet.

We, directly or through agents, may sell, and the underwriters may resell, the offered securities inone or more transactions, including negotiated transactions at a fixed public offering price or prices,which may be changed, at market prices prevailing at the time of sale, at prices related to suchprevailing market prices, or at negotiated prices.

In connection with the sale of offered securities, the underwriters or agents may receivecompensation from us or from purchasers of the offered securities for whom they may act as agents.The underwriters may sell offered securities to or through dealers, who may also receive compensationfrom the underwriters or purchasers of the offered securities for whom they may act as agents.Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers andagents that participate in the distribution of the offered securities may be deemed to be underwriters asdefined in the Securities Act of 1933, as amended (the ‘‘Securities Act’’), and any discounts orcommissions received by them from us and any profit on the resale of the offered securities by themmay be treated as underwriting discounts and commissions under the Securities Act.

The expenses of any offering of debt securities will be described in the relevant prospectussupplement.

We may indemnify the underwriters and agents against, and may contribute toward, certainliabilities, including liabilities under the Securities Act.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us orour affiliates in the ordinary course of their businesses.

VALIDITY OF THE DEBT SECURITIES AND GUARANTEES

Unless otherwise specified in any prospectus supplement, the validity of the debt securities and anyrelated guarantees offered by this prospectus and the accompanying prospectus supplement will bepassed upon for us by Sullivan & Cromwell LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements of CNH Industrial Capital LLC and subsidiaries appearingin CNH Industrial Capital LLC’s Annual Report on Form 10-K for the year ended December 31, 2014,have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forthin their report thereon, included therein, and incorporated herein by reference. Such consolidatedfinancial statements are incorporated herein by reference in reliance upon such report given on theauthority of such firm as experts in accounting and auditing.

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25APR201410465803

$500,000,000

CNH Industrial Capital LLCCNH Industrial Capital America LLC

New Holland Credit Company, LLC

4.375% Notes due 2022

PROSPECTUSApril 5, 2017

BofA Merrill LynchBNP PARIBAS

Goldman, Sachs & Co.MUFG

UniCredit Capital Markets